Common use of Trust Account Clause in Contracts

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Parent has at least $333,500,000 held 70,929,382 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9October 13, 20212022, by between Parent and between Acquiror and American Stock Transfer & Trust Company, LLC, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement has not been amended or modified, other than to permit any Parent Share Redemptions, and is valid and in full force and effect and is enforceable in accordance with its terms, and no termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Filings to be inaccurate or that would entitle any Person (other than the Parent Shareholders holding shares of Parent Common Stock sold in Parent’s initial public offering who elect to redeem their shares of Parent Common Stock pursuant to Parent’s Governing 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 other than (i) to pay Taxes, (ii) to make payments with respect to all Parent Share Redemptions or (iii) to commence liquidation in accordance with and as required by the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as Agreement (taking into account any amendments to the Trust Agreement providing for a longer period of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in time before the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940is required to be liquidated, including, as amendedapplicable, the Second Extension, Third Extension, and Fourth Extension). Acquiror There are no Actions pending or, to the Knowledge of Parent, threatened 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 material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, as it may be amended in accordance with the terms of this Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The 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. To Parent’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of Parent shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge extent such shareholder of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification Parent is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising a Parent Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company and SpinCo with their its obligations hereunderhereunder and under the other Transaction Documents, Acquiror neither Parent nor Merger Sub has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 65,790,000 in the Trust Account may be released except in accordance with the Trust Agreement(including $2,257,500 payable for deferred underwriting commissions), Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies 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 pursuant to the Investment Management Trust Agreement, dated as of 1940May 12, 2022, between Acquiror and Wilmington Trust, National Association, as amendedtrustee (the “Trustee”) (the “Trust Agreement”). There are no separate Contracts (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Common Stock initially sold in Acquiror’s initial public offering who shall have elected to redeem their Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Share Exchange Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, in breach or delinquent in performance or any other respect (to the knowledge of Acquiror, 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. The Trust Agreement is in full force and effect and is a legalAs of the Share Exchange Closing, valid and binding obligation the obligations of Acquiror and, to the Knowledge of dissolve or liquidate pursuant to Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect’s Governing Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in Share Exchange Closing, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the SEC Reports filed or furnished assets of Acquiror by Acquiror to be inaccurate or that would entitle any Person reason of the consummation of the transactions contemplated hereby (other than stockholders use of the funds in the Trust Account for Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Share Redemptions and to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and pay the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion ). To the knowledge of Acquiror, as of the proceeds date hereof, following the Share Exchange Closing, no Acquiror Shareholder shall be entitled to receive any amount in the Trust AccountAccount except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror on the Share Exchange Closing Date. There are no Actions pending Date (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of Acquiror’s initial public offering with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreementdeferred underwriting commissions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is CCTS has an amount in cash in the Trust Account equal to at least $333,500,000 21,987,000. The funds held in a the Trust Account are held in trust account pursuant to and are invested in accordance with the terms of that certain Investment Management Trust Agreement, dated November 2, 2021 (the “Trust AccountAgreement”), maintained by Continental Stock Transfer & Trust Companybetween CCTS and Continental, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror ) and the Trustee on file with the SEC Reports Governing Documents of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedCCTS. There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the CCTS SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to CCTS’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of a CCTS Shareholder Redemption or (ii) if CCTS fails to complete a CCTS Business Combination within the allotted time period set forth in the Governing Documents of CCTS and liquidates the Trust Account, subject to the terms of the Trust Agreement, CCTS (in limited amounts to permit CCTS to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of CCTS) and then the Pre-Closing CCTS Holders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of CCTS and the Trust Agreement. CCTS has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of CCTS, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There are no Actions claims or Proceedings pending with respect to the Trust Account. Since March 9November 2, 2021, Acquiror CCTS has not released any money from the Trust Account (other than as interest income earned on the funds held in the Trust Account to the extent permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following , including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except to the extent such stockholder (A) in respect of Taxes or (B) in respect of a CCTS Shareholder Redemption, CCTS shall have elected no further obligation under either the Trust Agreement or the Governing Documents of CCTS to tender liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionterms.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 500,000,000 in the Trust Account may be released except in accordance with the Trust AgreementAccount, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies 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 pursuant to the Investment Management Trust Agreement, dated as of 1940September 30, 2020, between SPAC and Continental Stock Transfer & Trust Company, as amendedtrustee (in such capacity, the “Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). Acquiror There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares (prior to the Acquisition Effective Time) sold in SPAC’s IPO who shall have elected to redeem their SPAC Ordinary Shares (prior to the Acquisition Effective Time) pursuant to the SPAC Charter) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force As of the Acquisition Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and effect as of the Acquisition Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to SPAC by reason of the consummation of the Transactions. To the Knowledge of AcquirorSPAC, as of the Trusteedate of this Agreement, enforceable in accordance with its termsfollowing the Acquisition Closing, subject no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement extent such SPAC Shareholder has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercised a SPAC Share Redemption. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein in Article III and the compliance by the Company with their its obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Acquisition Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held 41,185,045.52 in the Trust Account may be released except in accordance with the Trust Agreement(including $3,220,000 payable for deferred underwriting commissions), Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such monies 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 pursuant to the Investment Management Trust Agreement, dated as of 1940January 31, 2022, between SPAC and Continental Stock Transfer & Trust Company, as amendedtrustee (the “Trustee”) (the “Trust Agreement”). Acquiror There are no separate Contracts (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to be materially inaccurate or that would entitle any Person (other than shareholders of SPAC holding SPAC Ordinary Shares initially sold in SPAC’s initial public offering who shall have elected to redeem their SPAC Ordinary Shares pursuant to SPAC’s Governing Documents and the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Merger Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no claims or proceedings pending or, to the knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, in breach or delinquent in performance or any other respect (to the knowledge of SPAC, 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorMerger Closing, the Trustee, enforceable in accordance with its terms, subject obligations of SPAC to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to SPAC’s Governing Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in Merger Closing, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the SEC Reports filed or furnished assets of SPAC by Acquiror to be inaccurate or that would entitle any Person reason of the consummation of the Transactions (other than stockholders use of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect funds in the Trust Account for SPAC Share Redemptions and to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and pay the underwriters of AcquirorSPAC’s initial public offering with respect to deferred underwriting commissions) to any portion ). To the knowledge of SPAC, as of the proceeds date hereof, following the Merger Closing, no SPAC Shareholder shall be entitled to receive any amount in the Trust AccountAccount except to the extent such SPAC Shareholder has exercised an SPAC Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Group Companies contained herein and the compliance by the Company Group Companies with their obligations hereunder, Acquiror has no SPAC 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 Acquiror SPAC on the Merger Closing Date. There are no Actions pending Date (other than use of the funds in the Trust Account for SPAC Share Redemptions and to pay the underwriters of SPAC’s initial public offering with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreementdeferred underwriting commissions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Tuatara has (and, assuming no holders of Tuatara Ordinary Shares exercise the Tuatara Shareholder Redemption Right, will have immediately prior to the Closing) at least $333,500,000 200,000,000 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in a trust account (by the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated as valid and binding obligation of March 9, 2021, by and between Acquiror Tuatara and the Trustee on file Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the SEC Reports of Acquiror as Trustee or any other Person that would (a) cause the description of the Original Trust Agreement Date in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of Tuatara Ordinary Shares who shall have exercised their Tuatara Shareholder Redemption Right, (y) the “Deferred Underwriting Amount and (z) any other amounts set forth on Section 6.11 of the Tuatara Disclosure Schedule) to any portion of the proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents (i) to pay income and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts franchise Taxes from any interest income earned in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under and (ii) to redeem Tuatara Ordinary Shares pursuant to the Investment Company Act of 1940, as amendedTuatara Shareholder Redemption Right. Acquiror Tuatara has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Tuatara, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Tuatara, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 5,000,001 in the Trust Account (including, if applicable, any other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9December 14, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding shares of Acquiror Common Stock sold in Acquiror’s initial public offering who shall have properly elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’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 other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. The Trust Agreement has not been amended or modified and is a valid and binding obligation of Acquiror and is in full force and effect and is enforceable in accordance with its terms. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Stockholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no 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 Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of March 31, 2022, SPAC has $57,505,540.84 in the Original Agreement Date, there is at least $333,500,000 held in a trust account established by SPAC for the benefit of its SPAC Public Stockholders at J.X. Xxxxxx Cxxxx Bank, N.A. (the “Trust Account”), maintained and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9June 29, 2021, by between SPAC and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Continental (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. SPAC has complied in all 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 legal, valid and binding obligation of Acquiror andbreach or default by SPAC or, to the Knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedby Continental. There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports filed or furnished by Acquiror Documents to be inaccurate or in any material respect and/or that would entitle any Person (other than stockholders the payment of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may Business Combination Fees and certain advisory fees and the SPAC Public Stockholders who elect to redeem their shares of Acquiror SPAC Common Stock pursuant to the Acquiror Organizational Documents and the underwriters SPAC’s Certificate of Acquiror’s initial public offering with respect to deferred underwriting commissions) Incorporation), to any portion of the proceeds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not may be satisfied or funds available released except (x) to pay income and other tax obligations from any interest income earned in the Trust Account will not be available or (y) to Acquiror on redeem SPAC Common Stock in accordance with the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As provisions of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror SPAC’s Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionDocuments.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is MEOA has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)128,576,560. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated as of August 30, 2021 (the “Trust Agreement”), between MEOA and no event has occurred whichContinental, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the MEOA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to MEOA’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing MEOA Holders who shall have elected to redeem their MEOA Class A Shares pursuant to the Governing Documents of MEOA or (iii) if MEOA fails to complete a business combination within the allotted time period set forth in the Governing Documents of MEOA and liquidates the Trust Account, subject to the terms of the Trust Agreement, MEOA (in limited amounts to permit MEOA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of MEOA) and then the Pre-Closing MEOA Holders. Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of MEOA and the Trust Agreement. MEOA has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of MEOA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There As of the date of this Agreement, there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9, 2021, Acquiror MEOA 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing MEOA Holders who have elected to tender its shares of Acquiror redeem their MEOA Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of MEOA, each in accordance with the terms of and as set forth in the Trust Agreement, MEOA shall have no further obligation under either the Trust Agreement or the Governing Documents of MEOA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least $333,500,000 1,000,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except (i) in accordance with the Trust Agreement, Acquiror the other SPAC Organizational Documents Documents, and AcquirorSPAC’s final prospectusprospectus dated January 14, dated as of March 92021, 2021 (ii) to pay franchise taxes and filed income taxes from any interest income earned in the Trust Account, or (iii) to redeem SPAC Shares in accordance with the SEC (File No 333-253079) on March 11, 2021 (provisions of the “IPO Prospectus”)SPAC Organizational Documents. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Actions pending, or to the knowledge of SPAC, threatened with respect to the Trust Account or the funds contained therein. SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). The consummation of the Transactions shall not cause or require the dissolution or liquidation of the SPAC pursuant to the SPAC Organizational Documents or otherwise. From and after the First Effective Time, no shareholder of SPAC shall be entitled to receive any amount from, or any amount previously held in, the Trust Account except to the extent such shareholder shall have elected to tender its shares of SPAC Class A Shares for redemption pursuant to the SPAC Shareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, SPAC and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and and, to the Knowledge knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated or anticipated. There are no separate Contracts, side letters or other Contracts, arrangements (or understandings, whether written or unwritten, express or implied) , with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders (x) in respect of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect deferred underwriting commissions, (y) shareholders of SPAC who shall have elected to redeem their shares of Acquiror Common Stock SPAC Class A Shares pursuant to the Acquiror Organizational Documents and SPAC Shareholder Redemption or the underwriters of AcquirorSPAC’s initial public offering with in respect of their Deferred Discount (as defined in the Trust Agreement), or (z) if SPAC fails to deferred underwriting commissionscomplete a business combination within the allotted time period set forth in the SPAC Organizational Documents and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Shareholders) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except (x) in the circumstances described in the SPAC Organizational Documents, including pursuant to SPAC Shareholder Redemptions and (y) to Sponsor with respect to income earned on the proceeds in the Trust Account. (b) As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending As of the date hereof, SPAC does not have, or have any present intention, Contract, arrangement or understanding to enter into or incur, any Contract or other obligations with respect to the Trust Account. Since March 9, 2021, Acquiror has not released or under any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionIndebtedness.

Trust Account. (a) As of the Original Agreement DateDecember 11, 2022, there is at least $333,500,000 held 279,354,033.96 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9January 14, 2021, by and between Acquiror Buyer and the Trustee on file with the Buyer SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Buyer Organizational Documents and AcquirorBuyer’s final prospectusprospectus dated January 14, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Buyer has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. As of the date hereof, to Xxxxx’s knowledge, there are no claims or proceedings pending with respect to the Trust Account. Since January 14, 2021, Xxxxx has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement or in connection with any Buyer Extension Redemptions). As of the Effective Time, the obligations of Buyer to dissolve or liquidate pursuant to the Buyer Organizational Documents shall terminate, and, as of the Effective Time, Buyer shall have no obligation whatsoever pursuant to the Buyer Organizational Documents to dissolve and liquidate the assets of Buyer by reason of the consummation of the Transactions. To Buyer’s knowledge, as of the date hereof, following the Effective Time, no Buyer Stockholder 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 Buyer Class A Common Stock for redemption pursuant to the Buyer Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Buyer and, to the Knowledge knowledge of AcquirorBuyer, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and and, to the Knowledge knowledge of AcquirorBuyer, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate side letters and there are no Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the Buyer SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Buyer Stockholders who shall have elected to redeem their shares of Acquiror Buyer Class A Common Stock pursuant to the Acquiror Organizational Documents and Buyer Stockholder Redemption or the underwriters of AcquirorBuyer’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. . (b) As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror except for the Buyer Stockholder Redemption, Buyer 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 Acquiror Buyer on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Parent has at least $333,500,000 235,750,000 in the Trust Account (including an aggregate of approximately $8,050,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March August 9, 2021, by between Parent and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Filings to be inaccurate or that would entitle any Person (other than the Parent Shareholders holding shares of Parent Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s Governing 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 in accordance other than (i) to pay Taxes and (ii) payments with respect to all Parent Share Redemptions. There are no claims or proceedings pending or, to the Knowledge of Parent, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material 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. The 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. To Parent’s Knowledge, as of the date hereof, following the Effective Time, no shareholder of Parent shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge extent such shareholder of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification Parent is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising a Parent Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company and SpinCo with their its obligations hereunderhereunder and under the other Transaction Documents, Acquiror has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is SPAC has at least Two Hundred and Five Million Dollars ($333,500,000 held 205,000,000) in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”), effective as of September 29, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee 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 Investment Management Trust Agreement, dated as the obligations of March 9SPAC under this Agreement are not subject to any conditions regarding SPAC’s, 2021its Affiliates’, by 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 SPAC with respect to Continental, is valid and between Acquiror in full force and effect and is enforceable in accordance with its terms, subject to the Trustee on file Remedies Exception. SPAC 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 SPAC or, to the Knowledge of SPAC, Continental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports of Acquiror as to be inaccurate in any material respect or, to SPAC’s Knowledge, that would entitle any Person to any portion of the Original Agreement Date funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or taxes, (ii) the “SPAC Stockholders who shall have elected to redeem their SPAC Class A Shares pursuant to the Organizational Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Organizational Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement”, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and other taxes from any interest income earned on the Trust Account; (B) to pay liquidation expenses not to exceed $100,000 from any interest income earned on the Trust Account; and (C) to redeem SPAC Class A Shares in accordance with the Trust Agreementprovisions of SPAC’s Organizational Documents. There are no Legal Proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of SPAC, dated as of March 9, 2021 and filed threatened in writing with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Account. (c) SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorEffective Time, the Trustee, enforceable in accordance with its terms, subject obligations of SPAC to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to SPAC’s Organizational Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock Effective Time, SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC’s Organizational Documents to dissolve and liquidate the underwriters assets of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion SPAC by reason of the proceeds in consummation of the Trust Accounttransactions contemplated hereby. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company other Parties contained herein and the compliance by the Company other Parties with their respective obligations hereunder, Acquiror SPAC has no reason to believe that any of the conditions to the use release of funds in from the Trust Account to SPAC will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 375,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $13,125,000.00 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9October 6, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’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 other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. The Trust Agreement has not been amended or modified and is a valid and binding obligation of Acquiror and is in full force and effect and is enforceable in accordance with its terms. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, neither Acquiror has no 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 Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 75,750,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “Purchaser IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge of Acquirorthe Purchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Except for amendments thereto required in connection with an Extension, the Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquirorthe Purchaser, (i) no such termination, repudiation, rescission, amendment, supplement or modification is contemplated, and (ii) no circumstance exists that would reasonably be expected to result in a termination, repudiation or rescission of the Trust Agreement. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Purchaser SEC Reports filed or furnished by Acquiror the Purchaser to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Purchaser to redeem their shares of Acquiror Purchaser Common Stock pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the Purchaser IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no Purchaser 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 Acquiror the Purchaser on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror The Purchaser has not released any money from the Trust Account (other than as permitted by to pay Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror the Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of terminate and the Closing, Acquiror Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror the Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the ClosingEffective Time, no stockholder of Acquiror the Purchaser is or 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 Acquiror Class A Purchaser Common Stock for redemption pursuant to a Redemption in compliance with the Acquiror Stockholder RedemptionPurchaser’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 43,217,845 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 923, 20212022, by between SPAC and between Acquiror Continental, as trustee (the “Trustee”, and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) SPAC Stockholders holding SPAC Common Stock (prior to the Effective Time) sold in SPAC’s initial public offering who shall have elected to redeem their shares of SPAC Common Stock (prior to the Effective Time) pursuant to the SPAC Governing Documents, (ii) EarlyBirdCapital, Inc. with respect to the fees payable pursuant to the business combination marketing agreement described in the SPAC SEC Filings, and (iii) as contemplated by the following sentence) 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 in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror Organizational SPAC Governing Documents shall terminate, and, and as of the Closing, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror Organizational SPAC Governing Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following To SPAC’s knowledge, following the Closing, no stockholder of Acquiror SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination) or in connection with the payment of SPAC Transaction Expenses, and excluding claims that a SPAC Stockholder may make against SPAC against assets, properties or funds that are not held in the Trust Account or have elected been distributed therefrom (other than to tender its shares of Acquiror Class A Common Stock for other Public Stockholders exercising redemption pursuant to the Acquiror Stockholder Redemptionrights).

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least Parent has not less than $333,500,000 held 552,000,000 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of April 6, 2021, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee corporation (the “TrusteeContinental”), for the benefit of its public stockholders, with such funds invested in United States Government securities or money market funds meeting all of the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror Agreement and the Trustee on file Equity Financing 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 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, Continental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied): (i) between Parent and Continental that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) that would entitle any Person (other than stockholders of Acquiror as Parent holding Parent Class A Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Stock pursuant to Parent’s Charter Documents) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)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 Stock in accordance with the Trust Agreementprovisions of Parent’s Charter Documents. There are no Legal Proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of Parent, dated as of March 9, 2021 and filed threatened in writing with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Charter Documents shall terminate, and effect as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Charter Documents to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to Parent by reason of the consummation of the transactions contemplated hereby. To the Knowledge of AcquirorParent, following the TrusteeEffective Time, enforceable in accordance with its terms, subject no stockholder of Parent shall be entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge extent such stockholder of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Parent validly elects to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountParent Class A Stock. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 287,570,000.00 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), and invested pursuant to the that certain Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing) dated February 24, none of the funds held in the 2021, between SPAC and Continental Stock Transfer & Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC Company (File No 333-253079) on March 11, 2021 (the “IPO ProspectusContinental Trust”). Amounts in , for the Trust Account are benefit of its public shareholders, with such funds invested in United States U.S. Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material The obligations required of SPAC under this Agreement are not subject to be performed by it to date underany conditions regarding SPAC’s, and is not in material default, breach or delinquent in performance its Affiliates’ or any other respect Person’s ability to obtain financing for the consummation of the Transactions. (claimed or actualb) 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. The Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to Continental Trust, is valid and in full force and effect and is enforceable in accordance with its terms (subject to the Enforcement Exceptions). SPAC 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 that, with the giving of notice or the lapse of time, would constitute such a legal, valid and binding obligation of Acquiror andbreach or default by SPAC or, to the Knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedContinental Trust. There are no separate Contracts, side letters or other arrangements written understandings: (whether written or unwritten, express or impliedi) between SPAC and Continental Trust that would cause the description of the Trust Agreement in the SPAC SEC Reports filed or furnished by Acquiror to be inaccurate in any material respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than stockholders shareholders of Acquiror SPAC holding Acquiror Common Stock SPAC Shares sold under the IPO Prospectus may elect in SPAC’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock SPAC Shares pursuant to the Acquiror Organizational SPAC’s Governing Documents and or the underwriters of Acquiror’s the initial public offering with respect to any deferred underwriting commissionscompensation) to any portion of the proceeds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not may be satisfied or funds available released except: (A) to pay income and franchise taxes from any interest income earned in the Trust Account will not be available Account; and (B) to Acquiror on redeem SPAC Shares in accordance with the Closing Dateprovisions of SPAC’s Governing Documents. There are no Actions Legal Proceedings pending or, to the Knowledge of SPAC, threatened in writing with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 52,159,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror SPAC’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the Knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror SPAC to be inaccurate or that would entitle any Person (other than stockholders holders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect SPAC Class A Ordinary Shares who shall have elected to redeem their shares of Acquiror Common Stock SPAC Class A Ordinary Shares pursuant to the Acquiror SPAC’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no SPAC 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 Acquiror SPAC (subject to any Redemptions) on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror SPAC’s Organizational Documents shall terminate, and, as of the Closing, Acquiror terminate and SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC’s Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactionstransactions contemplated herein. Following the Closing, no stockholder of Acquiror SPAC Shareholder is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror SPAC Class A Common Stock Ordinary Shares for redemption pursuant to the Acquiror Stockholder Redemptionany Redemption in compliance with SPAC’s Organizational Documents.

Trust Account. As In order to secure the obligations of the Original Agreement DateReinsurer hereunder, there is at least $333,500,000 held in the Company and the Reinsurer, on even date herewith, have entered into a trust account (agreement in the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting form attached hereto as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Exhibit 1 (the “Trust Agreement”), pursuant to which the Reinsurer as grantor established the Trust Account with the Trustee for the benefit of the Company. Prior to In addition, the Company, the Reinsurer and the Retrocessionaire, if the Closing will occur and on the day of the Closing, none or if the Closing has occurred and at any time after the Closing (a) all conditions precedent to the closing of the funds held in transaction requiring implementation of the Trust Account may be released except in accordance with the Retrocession Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated the form of which is attached hereto as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 Exhibit 2 (the “IPO ProspectusRetrocession Trust Agreement”) and the Retrocession Agreement are satisfied (as certified in writing by the Reinsurer). Amounts in , and (b) the Reinsurer and the Retrocessionaire are ready, willing and able to execute and deliver the Retrocession Agreement and the Retrocession Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material Agreement and to perform their respective obligations required thereunder to be performed by it at the closing of the transactions contemplated therein, then the Company shall, upon the written request of the Reinsurer (provided that written request is delivered to the Company not later than three (3) Business Days prior to the intended date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, of the Trust Agreement, and no event has occurred which, with due notice or lapse closing of time or both, would constitute such a default or breach thereunder. The the transactions requiring implementation of the Retrocession Trust Agreement is in full force and effect and is a legalthe Retrocession Agreement), valid and binding obligation of Acquiror and, to enter into the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Retrocession Trust Agreement in the SEC Reports filed form attached hereto as Exhibit 2, together with any conditions, modifications or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering limitations with respect to deferred underwriting commissions) to any portion of the proceeds such form that, individually and in the aggregate, would have an impact on the Company that is either insignificant or not adverse (as determined by the Company in good faith and reasonably taking into account the economic and accounting impact of such condition, modification or limitation on the Company), pursuant to which the Retrocessionaire as grantor shall establish the Retrocession Trust Account. As of Account with the Original Agreement Date, assuming Trustee for the accuracy of the representations and warranties benefit of the Company contained herein and the compliance by the Company with their obligations hereunderReinsurer. The Trustee (i) is a qualified United States financial institution authorized to act as a fiduciary of a trust and (ii) is not a parent, Acquiror has no reason to believe that any subsidiary or Affiliate of the conditions to Company, the use Reinsurer or the Retrocessionaire, if applicable. Each of funds in the Trust Account will not and the Retrocession Trust Account, if applicable, must be satisfied or funds available in the Trust Account will not be available to Acquiror clearly designated as a segregated account on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9books, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As records and information systems of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionTrustee.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 345,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Trust Agreement (including, if applicable, an aggregate of approximately $12,075,000 of deferred underwriting commissions and other fees being held in the Trust Account), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Management Company Act. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with Agreement in the SEC Reports to be inaccurate or that would entitle any Person (other than holders of Acquiror as SPAC Class A Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents and the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to exercise of SPAC Shareholder Redemption Right by any SPAC Shareholder. There are no claims or proceedings pending or, to the Knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The As of the First Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the First Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated hereby. To SPAC’s Knowledge, as of the date hereof, following the First Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification SPAC Shareholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising a SPAC Shareholder Redemption Right. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no SPAC shall 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 Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as SPAC has an amount in cash in the Trust Account of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)approximately $115,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of 1940July 13, 2020 (the “Trust Agreement”), between SPAC and the Exchange Agent, as amendedtrustee (the “Trustee”). Acquiror There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of SPAC and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent delinquent, in any material respect, in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, Agreement and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The There are no claims or Proceedings pending with respect to the Trust Account. Since July 13, 2020, SPAC 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). 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 SPAC Stockholders who have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement is or the Governing Documents of SPAC to liquidate or distribute any assets held in full force the Trust Account, and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable Trust Agreement shall terminate in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements . (whether written or unwritten, express or impliedb) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with Date (after disbursements in respect of deferred underwriting commissions, Taxes, and to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder SPAC Stockholders who shall have elected to tender its shares of Acquiror Class A Common Stock for redemption redeem their SPAC Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of SPAC).

Trust Account. As of the Original Agreement Datedate of this Agreement, there is at least $333,500,000 held 240,000,000 invested in a trust fund established by Acquiror for the benefit of its public stockholders (the “Trust Fund”) maintained in a trust account at JPMorgan Chase Bank, N.A. (the “Trust Account”), maintained . The monies of such Trust Account are held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee Company (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9November 23, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Acquiror and the Trustee that would cause the description of the Trust Agreement in the Acquiror SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than stockholders of Acquiror who shall have elected to redeem (other than the Persons entitled to receive Deferred IPO Fees) their shares of Acquiror Class A Common Stock pursuant to the Organizational Documents of Acquiror and the Trust Agreement) 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 in accordance with the Trust Agreement, Acquiror Organizational Documents Agreement and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Organizational Documents. Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the Knowledge of Acquiror, no event has occurred whichthat, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering proceedings pending with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Since November 29, 2021, neither Acquiror nor any of its Subsidiaries has released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account and in connection with an extension of the Acquiror’s deadline to complete a business combination, in each case, as permitted by the Trust Agreement). As of the Original Agreement DateSuntuity Merger Effective Time, assuming the accuracy obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Organizational Documents shall terminate, and as of immediately prior to the Suntuity Merger Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the representations and warranties consummation of the Company contained herein Transactions, and following the compliance by Suntuity Merger Effective Time, no Acquiror stockholder shall be entitled to receive any amount from the Company with their obligations hereunder, Trust Account except to the extent such Acquiror stockholder is a Redeeming Stockholder. Acquiror has no reason to believe that that, as of immediately prior to the Suntuity Merger Effective Time, 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 Acquiror New PubCo or any of its Affiliates on the Closing Date. There are no Actions pending , other than with respect to the Trust Account. Since March 9, 2021, Acquiror has not released satisfying any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror redemption payments owed to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionRedeeming Stockholders.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is the Purchaser has at least $333,500,000 held 46,460,000 in the trust fund established by the Purchaser for the benefit of its public stockholders in a trust United States-based account (the at Wilmington Trust Company(the “Trust Account”), which is established by the Transfer Agent and maintained by Continental Stock Transfer & Trust Companythe Trustee, a New York corporationand such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, acting as trustee (amended) and held in trust by the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. There are no separate Contracts, dated as side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of March 9, 2021, by and between Acquiror the Trust Agreement in the Purchaser SEC Documents to be inaccurate or that would entitle any Person (other than Purchaser Shareholders holding Purchaser Shares sold in Purchaser’s IPO who shall have elected to redeem their Purchaser Shares pursuant to Purchaser’s Organizational Documents and the Trustee on file underwriters of Purchaser’s IPO with the SEC Reports of Acquiror as respect to deferred underwriting commissions) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Purchaser Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Purchaser Parties, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Purchaser has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorEffective Time, the Trustee, enforceable in accordance with its terms, subject obligations of Purchaser to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to Purchaser’s Organizational Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock Effective Time, Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the underwriters assets of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion Purchaser by reason of the proceeds in consummation of the Trust Accounttransactions contemplated hereby. As of the Original Agreement Datedate hereof, following the Effective Time, no Purchaser Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising an Purchaser Share Redemption. 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 their its respective obligations hereunder, Acquiror Purchaser 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 Acquiror on Purchaser at the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionEffective Time.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 153,976,638.71 in the Trust Account (including, if applicable, an aggregate of approximately $8,715,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), such monies held in cash deposit accounts pursuant to the Investment Management Trust Agreement, dated as of March 9October 15, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other binding arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Ordinary Shares initially sold in Acquiror’s initial public offering (the “IPO”) who shall have elected to redeem their Acquiror Ordinary Shares pursuant to Acquiror’s Governing Documents 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 Acquisition Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, in 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. The Trust Agreement is in full force and effect and is a legalAs of the Acquisition Effective Time, valid and binding obligation the obligations of Acquiror and, to the Knowledge of dissolve or liquidate pursuant to Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect’s Governing Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in Acquisition Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the SEC Reports filed or furnished assets of Acquiror by Acquiror to be inaccurate or that would entitle any Person reason of the consummation of the transactions contemplated hereby (other than stockholders use of the funds in the Trust Account for Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Share Redemptions and to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and pay the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion ). To the knowledge of Acquiror, as of the proceeds date hereof, following the Acquisition Effective Time, no Acquiror Shareholder shall be entitled to receive any amount in the Trust AccountAccount except to the extent such Acquiror Shareholder has exercised an Acquiror Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror on the Acquisition Closing Date. There are no Actions pending Date (other than use of the funds in the Trust Account for Acquiror Share Redemptions and to pay the underwriters of the IPO with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreementdeferred underwriting commissions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As (a) The Trust Account Agreement (the “Trust Account Agreement”) by and between BPW and Mellon Bank, N.A. (“Mellon”), dated as of February 26, 2008, is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Other than as set forth on Section 4.20 of the Original Agreement DateBPW Disclosure Schedule or as filed as an exhibit to a BPW SEC Report, there is at least $333,500,000 held are no separate agreements, side letters, or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Account Agreement in the BPW SEC Reports to be inaccurate in any material respect and/or that would entitle any Third Party to any portion of the cash proceeds of the initial public offering of BPW (the “IPO”) and private placements of its securities, substantially all of which proceeds have been deposited in a trust account with a Third Party (the “Trust Account”)) for the benefit of BPW, maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as certain of March 9, 2021, by and between Acquiror its stockholders and the Trustee on file with the SEC Reports underwriters of Acquiror as its IPO. As of the Original Agreement Date (the “Trust Agreement”). Prior to the Closingdate hereof, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079less (i) on March 11, 2021 (the “IPO Prospectus”). Amounts in any amounts disbursed from the Trust Account to pay any BPW Stockholder that shall have validly exercised conversion rights pursuant to Section 9.3 of the BPW Charter, (ii) any amounts payable to BPW Stockholders or any holder of BPW Warrants in respect of dividends, forward purchases or otherwise, and (iii) amounts incurred and not yet paid by BPW in respect of fees and expenses (including to the underwriters of the IPO in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, but excluding any other amounts that are only payable upon the consummation of a Business Combination or the transactions contemplated by this Agreement)) consists of no less than $339 million invested in United States Government securities “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, 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 of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect . (claimed or actualb) 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description Effective as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror BPW to dissolve or liquidate pursuant to within the Acquiror Organizational Documents shall specified time period contained in the BPW Charter will terminate, and, and effective as of the ClosingEffective Time, Acquiror BPW shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents obligation, other than as contemplated by this Agreement, to dissolve and liquidate the assets of Acquiror BPW by reason of the consummation of the Transactions. Following the Closing, and following the Effective Time no stockholder of Acquiror Public Stockholder (as defined in the BPW Charter) shall be entitled to receive any amount from the Trust Account except as BPW is required to pay to Public Stockholders (as defined in the extent such stockholder shall BPW Charter) who elect to have elected their shares converted to tender its shares cash in accordance with the provisions of Acquiror Class A Common Stock for redemption pursuant to Section 9.3 of the Acquiror Stockholder RedemptionBPW Charter.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 288,240,632 in the Trust Account (including an aggregate of approximately $10,027,806 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 910, 2021, by between SPAC and between Acquiror Continental Stock Transfer & Trust Company, as trustee (in such capacity, the “Trustee,” and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than SPAC Shareholders holding SPAC Ordinary Shares (prior to the First Effective Time) sold in SPAC’s IPO who shall have elected to redeem their SPAC Ordinary Shares (prior to the First Effective Time) pursuant to the SPAC Charter and the underwriters of SPAC’s 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 in accordance other than to pay Taxes and payment to SPAC Shareholders who have validly exercised their SPAC Shareholder Redemption Right. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and effect as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to SPAC by reason of the consummation of the Transactions. To the Knowledge of AcquirorSPAC, as of the Trusteedate of this Agreement, enforceable in accordance with its termsfollowing the Closing, subject no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement extent such SPAC Shareholder has not been terminatedexercised his, repudiated, rescinded, amended her or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountits SPAC Shareholder Redemption Right. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein in Article III and the compliance by the Company with their its obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least SPAC has no less than $333,500,000 held 50,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), and invested pursuant to the that certain Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”), dated as of October 20, 2021, by and between SPAC and U.S. Bank National Association (the “Trustee”) for the benefit of SPAC’s public stockholders (the “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 SPAC under this Agreement and the Ancillary Agreements are not subject to any conditions regarding SPAC’s, the Sponsor’s, their respective 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 SPAC with respect to 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. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in material breach thereof or material 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 SPAC or, to the knowledge of SPAC, the Trustee. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied): (i) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect; or (ii) that would entitle any Person (other than Public Stockholders who have elected to redeem their shares of SPAC Class A Stock pursuant to a SPAC Redemption) 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 on the funds in the Trust Account; and (B) to redeem shares of SPAC Class A Stock in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as provisions of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedSPAC Governing Documents. There are no separate ContractsActions pending or, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters knowledge of Acquiror’s initial public offering SPAC, threatened in writing with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. . (c) As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Xxxxxxx Parties contained herein and the compliance by the Company Xxxxxxx Parties with their respective obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account . (other than d) Except as permitted by the Trust Agreement). As set forth on Section 4.13(d) of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, andSPAC Disclosure Letter, as of the Closingdate hereof, Acquiror shall SPAC does not have, or have no obligation whatsoever pursuant any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any Indebtedness. The aggregate amount outstanding under the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason Sponsor Loans as of the consummation date hereof is set forth on Section 4.13(d) of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionSPAC Disclosure Letter.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 450,000,000 invested in a trust account (the “Trust Account”)) for the benefit of the Parent’s public stockholders, maintained by Continental Stock Transfer & Trust Company, a New York corporationComputershare, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9January 22, 2021, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate or (b) entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) 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 in accordance with the Trust Agreement, Acquiror the Parent Organizational Documents and AcquirorParent’s final prospectusprospectus dated January 19, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andthereunder by Parent or, to the Knowledge knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Since March 9January 19, 2021, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Parent to dissolve or liquidate pursuant to the Acquiror Parent Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Parent shall have no obligation whatsoever pursuant to the Acquiror Parent Organizational Documents to dissolve and liquidate the assets of Acquiror Parent by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Parent Stockholder 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Parent Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 31,200,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 911, 2021, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (“Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). The Trust Agreement is in full force and effect, and is a valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) Acquiror Stockholders holding Acquiror Common Stock (prior to the Effective Time) sold in Acquiror’s initial public offering (the “IPO”) who shall have elected to redeem their shares of Acquiror Common Stock (prior to the Effective Time) pursuant to the Acquiror Governing Documents, (ii) Xxxxxx Xxxxxxxxxx & Co. with respect to the fee payable pursuant to the business combination marketing agreement described in the Acquiror SEC Filings and (iii) as contemplated by the following sentence) 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 in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no Actions pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Governing Documents shall terminate, and, and as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror Stockholder 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionis exercising an Acquiror Share Redemption (or a redemption right in connection with an amendment of Acquiror’s Governing Documents to extend Acquiror’s deadline to consummate the Business Combination).

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as Purchaser had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents of no less than one hundred fourteen million two hundred forty seven thousand three hundred thirty-nine U.S Dollars and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC fourteen cents (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$114,247,339.14). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Purchaser 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 Purchaser or the Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the IPO Prospectus may elect holders of Purchaser Securities prior to the Effective Time who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Ordinary Shares pursuant to the Acquiror Purchaser’s Organizational Documents or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, Purchaser in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s initial public offering with respect to deferred underwriting commissionsliquidation and dissolution, and then Purchaser’s Public Shareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem Purchaser Ordinary Shares pursuant to Purchaser’s Organizational Documents, or in connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the Closing Date. There date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Since March 9Upon consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement, 2021Purchaser shall cause the Trustee to, Acquiror has not released any money from and the Trustee shall thereupon be obligated to, release to Purchaser as promptly as practicable, the funds held in the Trust Account (other than as permitted by in accordance with the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from Agreement at which point the Trust Account except shall terminate; provided, however, that the liabilities and obligations of Purchaser due and owing or incurred at or prior to the extent Effective Time shall be paid as and when due, including all amounts payable (a) to holders of Purchaser Public Units who exercises such stockholder shall have elected holder’s redemption rights in accordance with Purchaser’s Organizational Documents with respect to tender its shares of Acquiror Class A Common Stock Purchaser Ordinary Shares in connection with the Transactions contemplated hereby, (b) to the Trustee for redemption fees and costs incurred in accordance with the Trust Agreement and (c) with respect to filings, applications and/or other actions taken pursuant to the Acquiror Stockholder Redemptionthis Agreement or required under Law.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Parent has at least $333,500,000 275,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $9,625,000.00 of deferred underwriting commissions and other fees being held in the Trust Account), such monies invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a trust account maturity date of one hundred eighty five (185) days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to that certain Investment Management Trust Agreement, dated as of December 11, 2020 (the “Trust AccountAgreement”), maintained by Continental between Parent and American Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”). The Trust Agreement is in full force and effect and enforceable in accordance with its terms, and the Trust Agreement has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Common Stock pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror Parent’s Governing Documents and the Trustee on file Trust Agreement and the underwriters of Parent’s initial public offering with the SEC Reports of Acquiror as respect to deferred underwriting commissions) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except other than in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March . Since December 11, 2021 2020, Parent has not released any money from the Trust Account (other than interest earned on the “IPO Prospectus”). Amounts principal held in the Trust Account in accordance with the Trust Agreement). There are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under no Actions pending or, to the Investment Company Act knowledge of 1940Parent, as amendedthreatened with respect to the Trust Account. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material 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. The 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, as of the date hereof, following the Effective Time, no Parent Stockholder shall be entitled to receive any amount from the Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Parent Stockholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Accountexercising an Parent Stockholder Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original The Amended and Restated Investment Trust Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust AccountAgreement”), maintained ) by and between Easterly and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee Company (the “Trustee”), pursuant dated as of as of October 13, 2015 and as amended by Amendment No. 1 to the Investment Management Trust Agreement, dated as of August 1, 2017, Amendment No. 2 to the Trust Agreement, dated as of December 14, 2017, and Amendment No. 3 to the Trust Agreement, dated as of March 929, 20212018, by is valid, binding and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement terms and has not been terminated, repudiated, rescinded, further amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contractsagreements, side letters letters, or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Easterly SEC Reports filed or furnished by Acquiror Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the cash proceeds of the initial public offering of Easterly (the “IPO”) and private placements of its securities, substantially all of which proceeds have been deposited by the Trustee in a trust account (the “Trust Account”) pursuant to the Trust AccountAgreement for the benefit of Easterly, certain of its stockholders and the underwriters of its IPO. As of the Original Agreement Datedate of this Agreement, assuming the accuracy Trust Account consists of no less than $154,000,000 held in cash. In accordance with the Trust Agreement, the Trust Account may be invested in United States “government securities” within the meaning of Section 2(a)(16) of the representations and warranties 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. Prior to the Closing, none of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not may be satisfied or funds available released except (i) to pay income and franchise Taxes from any interest income earned in the Trust Account will not be available and (ii) to Acquiror on redeem shares of the Closing Date. There are no Actions pending Easterly Common Stock in accordance with respect the provisions of the Easterly Charter in connection with the Easterly Stockholder Meeting and the special meeting of Easterly stockholders to approve an amendment to the Easterly Charter to extend the date by which Easterly must consummate a Business Combination until November 30, 2018 and a related amendment to the Trust Account. Since March 9, 2021, Acquiror has not released any money from Agreement (the Trust Account (other than as permitted by the Trust Agreement“Extension Amendments”). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of (a) Boulevard has (and will have immediately prior to the Original Agreement Date, there is Closing) at least $333,500,000 held 370,000,000 (less, as of the Closing, payments to Redeeming Stockholders) in a trust account established by Boulevard for the benefit of its public stockholders at X.X. Xxxxxx Xxxxx Bank, N.A. (the “"Trust Account”"), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9September 21, 20212015, by and between Acquiror Boulevard and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “"Trust Agreement”"). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Boulevard Organizational Documents and Acquiror’s Boulevard's final prospectusprospectus dated September 21, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2015. Amounts in the Trust Account are 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 of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror The Trust Agreement is in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Boulevard has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Boulevard, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contractscontracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Boulevard Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissionsRedeeming Stockholders) to any portion of the proceeds in the Trust Account. There are no claims or proceedings pending or, to the knowledge of Boulevard, threatened in writing with respect to the Trust Account. Since September 25, 2015, Boulevard has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Original Agreement DateEffective Time, the obligations of Boulevard to dissolve or liquidate pursuant to the Boulevard Organizational Documents shall terminate, and as of the Effective Time, Boulevard shall have no obligation whatsoever pursuant to the Boulevard Organizational Documents to dissolve and liquidate the assets of Boulevard by reason of the consummation of the transactions contemplated hereby, and following the Effective Time, no Boulevard Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Boulevard Stockholder is a Redeeming Stockholder. (b) As of the date hereof, assuming (i) the accuracy of the representations and warranties of the Company Company, Newco and Merger Sub contained herein and herein, (ii) the compliance by the Company Company, Newco and Merger Sub with their respective obligations hereunderhereunder and (iii) the satisfaction or waiver of the conditions to the obligations of the parties contained herein, Acquiror Boulevard 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 Acquiror the Surviving Corporation on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As The Investor understands that, as described in the final prospectus of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust AgreementSPAC, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9November 3, 2021 and filed with the SEC U.S. Securities and Exchange Commission (File No No. 333-253079260261) on March 11November 4, 2021 (the “IPO Prospectus”), the SPAC has established the Trust Account containing the proceeds of the IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Shares in connection with the consummation of a business combination transaction or in connection with an extension of its deadline to consummate a business combination transaction, (b) to the Public Shareholders if SPAC fails to consummate a business combination transaction within eighteen (18) months after the closing of the IPO, subject to extension by an amendment to SPAC’s Governing Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a business combination transaction. Amounts For and in consideration of Sponsor entering into this Agreement and discussions with the Investor regarding the possible transactions contemplated hereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Investor nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940distributions therefrom, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or make 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any other than as permitted by matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the Trust Agreement“Released Claims”). As The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Closing, the obligations Investor or any of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall its affiliates may have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from against the Trust Account except (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the extent Sponsor to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such stockholder waiver to be valid, binding and enforceable against the Investor and each of its Affiliates under applicable Law. The provisions of this paragraph shall have elected to tender its shares survive termination of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionthis Agreement.

Trust Account. As of the Original Agreement Datedate hereof, there is Parent has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)250,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated September 21, 2020, between Parent and Continental Stock Transfer & Trust Company, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect trustee (claimed or actualthe “Trustee”) 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Reports filed or furnished by Acquiror to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As , the Parent SEC Reports to be inaccurate in any material respect or, to Parent’s knowledge, that would entitle any Person to any portion of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) Pre-Closing Parent Holders who shall have elected to redeem their Parent Class A Shares pursuant to the Governing Documents of Parent or (iii) if Parent fails to complete a Business Combination (as defined in the Trust Agreement) within the allotted time period 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 and dissolution) and then the Pre-Closing Parent Holders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of Parent and the Trust Agreement. Parent has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There There, as of the date hereof, are no Actions claims or, to Parent’s knowledge, proceedings pending with respect to the Trust Account. Since March 9September 21, 20212020, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except to the extent such stockholder (i) Pre-Closing Parent Holders who shall have elected to tender its shares of Acquiror redeem their Parent Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of Parent, (ii) underwriters of Parent’s initial public offering for their deferred underwriting commissions and (iii) TopCo, each in accordance with the terms of and as set forth in the Trust Agreement, Parent shall have no further obligation (A) to Pre-Closing Parent Holders who shall have elected to redeem their Parent Class A Shares pursuant to the Governing Documents of Parent and (B) 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.

Trust Account. (a) As of the Original Agreement DateJanuary 29, there is at least 2021, Parent had $333,500,000 held 442,767,712.12 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of September 1, 2020, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporationcorporation (“Continental”) for the benefit of its public stockholders, acting as trustee (with such funds invested in United States Government securities or money market funds meeting all of the “Trustee”), applicable conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror Agreement and the Trustee on file Equity Financing 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 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, Continental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied): (i) between Parent and 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 Acquiror as Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Stock pursuant to Parent’s Charter Documents) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)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 Stock in accordance with the Trust Agreementprovisions of Parent’s Charter Documents. There are no Legal Proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of Parent, dated as of March 9, 2021 and filed threatened in writing with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Charter Documents shall terminate, and effect as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Charter Documents to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to Parent by reason of the consummation of the transactions contemplated hereby. To the Knowledge of AcquirorParent, following the TrusteeEffective Time, enforceable in accordance with its terms, subject no stockholder of Parent shall be entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge extent such stockholder of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Parent validly elects to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountParent Class A Stock. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 345,000,000 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”)) for the benefit of the Parent’s public stockholders, maintained by Continental Stock Transfer & Trust Company, a New York corporationContinental, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 15, 20212020, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate or (b) entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) 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 in accordance with the Trust Agreement, Acquiror the Parent Organizational Documents and AcquirorParent’s final prospectusprospectus dated December 14, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andthereunder by Parent or, to the Knowledge knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Since March 9December 14, 20212020, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Parent to dissolve or liquidate pursuant to the Acquiror Parent Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Parent shall have no obligation whatsoever pursuant to the Acquiror Parent Organizational Documents to dissolve and liquidate the assets of Acquiror Parent by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Parent Stockholder 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Parent Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. (a) As of the Original Agreement Date, date hereof there is at least $333,500,000 20,645,498.41 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 14, 2021, by and between Acquiror and the Trustee on file with the Acquiror SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusprospectus dated December 17, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Actions pending or, to the Knowledge of Acquiror, threatened with respect to the Trust Account or the funds contained therein. Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). At the Acquisition Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Acquisition Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the Transactions. From and after the Acquisition Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from, or any amount previously held in, the Trust Account except to the extent such Acquiror Shareholder shall have elected to tender its Acquiror Class A Ordinary Shares for redemption pursuant to the Acquiror Shareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated or anticipated. There are no separate Contracts, side letters or other Contracts, arrangements (or understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the Acquiror SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Shareholders who shall have elected to redeem their shares of Acquiror Common Stock Class A Ordinary Shares pursuant to the Acquiror Organizational Documents and Shareholder Redemption or the underwriters of Acquiror’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. . (b) As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunderdate hereof, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending As of the date hereof, Acquiror does not have any Contract, arrangement or understanding to enter into or incur any Contract or other obligations with respect to the Trust Account. Since March 9, 2021, Acquiror has not released or under any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionIndebtedness.

Trust Account. As of the Original Agreement Datedate hereof, there is the SPAC has at least fifty-two million two hundred seventy-five thousand one hundred seventy-nine dollars ($333,500,000 held 52,275,179) (the “Trust Amount”) in a the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of October 4, 2021 (as amended on December 7, 2022, the “Trust Agreement”), maintained by and between the SPAC and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the such funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under1940 or are held in one or more demand deposit accounts, and is not held in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, trust by the Trustee pursuant to 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the TrusteeSPAC, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respectrespect by the SPAC or the Trustee, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by the SPAC. There are no separate The SPAC is not a party to or bound by any side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEC Reports forms, reports, schedules, registration statements and other documents filed or furnished by Acquiror the SPAC with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or that would (b) explicitly by their terms, entitle any Person person (other than (i) the SPAC stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect who shall have exercised their rights to redeem their shares of Acquiror SPAC Class A Common Stock pursuant to the Acquiror Organizational Documents and Shares, (ii) the underwriters of Acquirorthe SPAC’s initial public offering offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, with respect to deferred underwriting commissionsincome earned on the proceeds in the Trust Account to cover any of its income tax obligations and up to one hundred thousand ($100,000) of interest on such proceeds to pay dissolution expenses), to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9October 7, 2021, Acquiror the SPAC has not released any money from the Trust Account (other than as permitted by Account, except in accordance with the Trust Agreement). As Agreement and Organizational Documents of the Closing, the obligations of Acquiror to dissolve SPAC. There are no Actions (or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as knowledge of the ClosingSPAC, Acquiror shall have no obligation whatsoever pursuant investigations) pending or, to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason knowledge of the consummation of the Transactions. Following the ClosingSPAC, no stockholder of Acquiror shall be entitled threatened with respect to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionAccount.

Trust Account. As of January 31, 2021, Parent has $229,983,191.621 in the Original Agreement Date, there is at least $333,500,000 held in a trust account established by Parent for the benefit of its Parent Public Stockholders at Oxxxxxxxxxx (the “Trust Account”), maintained and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 1, 20212020, by between the Parent and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date Continental (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Parent has complied in all 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 legal, valid and binding obligation of Acquiror andbreach or default by Parent or, to the Knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedby Continental. There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Reports filed or furnished by Acquiror Documents to be inaccurate or in any material respect and/or that would entitle any Person (other than stockholders the payment of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may Business Combination Fees payable to Oxxxxxxxxxx, for deferred underwriting commissions as described in the Parent SEC Documents and the Parent Public Stockholders who elect to redeem their shares of Acquiror Parent Common Stock pursuant to the Acquiror Organizational Documents and the underwriters Parent’s Certificate of Acquiror’s initial public offering with respect to deferred underwriting commissions) 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 (x) to pay income and other tax obligations from any interest income earned in the Trust Account or (y) to redeem Parent Common Stock in accordance with the provisions of the Parent’s Organizational Documents. There are no claims or proceedings pending or, to the knowledge of Parent, threatened with respect to the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)13,800,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 one hundred eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940which invest only in direct U.S. government treasury obligations, and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated October 5, 2021, between SPAC and Continental Stock Transfer & Trust Company, as amendedtrustee (the “Trustee”) (the “Trust Agreement”). Acquiror There are no separate agreements, side letters or other understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing SPAC Stockholders who shall have elected to redeem their Class A Common Stock pursuant to the Governing Documents of SPAC, or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the Pre-Closing SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of SPAC and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of SPAC, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9Upon the consummation of the transactions contemplated hereby, 2021, Acquiror has not released any money including the distribution of assets from the Trust Account (other than as permitted by the Trust Agreement). As A) in respect of the Closingdeferred underwriting commissions or Taxes, the obligations of Acquiror to dissolve or liquidate pursuant (B) to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall Pre-Closing SPAC Stockholders who have elected to tender its shares of Acquiror redeem their Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionGoverning Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the Governing Documents of SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 146,634,542 million invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Second Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amendedAct. Acquiror Purchaser has performed all material obligations required to be performed by it to date under, and is not in material 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 in lapse of time or both, would constitute such a default or material breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror Purchaser and, to the Knowledge of AcquirorPurchaser, the Trustee, enforceable in accordance with its terms, terms subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and and, to the Knowledge of AcquirorPurchaser, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate side letters and there are no Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (b) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror Purchaser has no reason to believe that any of the conditions to the use of the funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror Holdco on the Second Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is SPAC has an amount in cash in the Trust Account of at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)200,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of 1940November 19, 2020 (the “Trust Agreement”), between SPAC and Continental, as amendedtrustee (the “Trustee”). Acquiror The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and, to the knowledge of SPAC, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of SPAC and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, 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. The There are no claims or Proceedings pending with respect to the Trust Account. Since November 19, 2020, SPAC 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). Upon the consummation of the Transactions, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the SPAC Stockholders who have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement is or the Governing Documents of SPAC to liquidate or distribute any assets held in full force the Trust Account, and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable Trust Agreement shall terminate in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements . (whether written or unwritten, express or impliedb) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with Date (after disbursements in respect of deferred underwriting commissions, Taxes, and to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder SPAC Stockholders who shall have elected to tender its shares of Acquiror Class A Common Stock for redemption redeem their SPAC Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of SPAC).

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 130,000,000 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”)) for the benefit of the Parent’s public stockholders, maintained by Continental Stock Transfer & Trust Company, a New York corporationContinental, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9November 4, 20212019, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended, or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate or (b) permit any portion of the proceeds of the Trust Account to be disbursed to any Person prior to the Effective Time (other than to any Parent Stockholder who is a Redeeming Stockholder and the release of interest income for the payment of Taxes and for working capital purposes as set forth in the Trust Agreement). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Parent Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Final Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andthereunder by Parent or, to the Knowledge knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Since March 9November 7, 20212019, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Parent to dissolve or liquidate pursuant to the Acquiror Parent Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Parent shall have no obligation whatsoever pursuant to the Acquiror Parent Organizational Documents to dissolve and liquidate the assets of Acquiror Parent by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Parent Stockholder 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Parent Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. As of the Original Agreement Effective Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as JWAC has an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC equal to approximately One Hundred Twenty-Seven Million Seven Hundred Sixty-Seven Thousand Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$127,767,000). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, JWAC and the Trustee, enforceable in accordance with its terms, subject to except as such enforcement may be limited by the Enforceability Exceptions. The As of the Effective Date the Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There As of the Effective Date there are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of JWAC, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the IPO Prospectus may elect holders of JWAC Securities prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror JWAC Common Stock pursuant to the Acquiror JWAC’s Organizational Documents or in connection with an amendment thereof to extend JWAC’s deadline to consummate a Business Combination or (iii) if JWAC fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, JWAC in limited amounts to permit JWAC to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then JWAC’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem JWAC Common Stock pursuant to JWAC’s Organizational Documents, or in connection with an amendment thereof to extend JWAC’s deadline to consummate a Business Combination. As of the Closing Effective Date. There , there are no Actions pending or, to the Knowledge of JWAC, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Date, date hereof there is at least $333,500,000 41,804,576 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9January 14, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account has been, nor may be be, released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusprospectus dated January 19, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Actions pending, or to the Knowledge of Acquiror, threatened with respect to the Trust Account or the funds contained therein. At the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the Transactions. From and after the Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from, or any amount previously held in, the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated or anticipated. There are no separate Contracts, side letters or other Contracts, arrangements (or understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Organizational Documents and Stockholder Redemption, the underwriters of Acquiror’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement) or any Taxes payable) to any portion of the proceeds in the Trust Account. . (b) As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunderdate hereof, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending As of the date hereof, Acquiror does not have any Contract, arrangement or understanding to enter into or incur, any Contract or other obligations with respect to the Trust Account. Since March 9, 2021, Acquiror has not released or under any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionIndebtedness.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 60 million held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Purchaser’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAct. Acquiror The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror the Purchaser and, to the Knowledge of AcquirorPurchaser, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of AcquirorPurchaser, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror Purchaser to be inaccurate or that would entitle any Person (other than stockholders shareholders of Acquiror Purchaser holding Acquiror Common Stock sold under the IPO Prospectus may elect Purchaser Ordinary Shares who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Ordinary Shares pursuant to the Acquiror Purchaser’s Organizational Documents and the underwriters of Acquiror’s initial public offering the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a Business Combination. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no Purchaser 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 Acquiror Purchaser (subject to the Redemption) on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror Purchaser has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Purchaser to dissolve or liquidate pursuant to the Acquiror Purchaser’s Organizational Documents shall terminate, and, as of the Closing, Acquiror terminate and Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the assets of Acquiror Purchaser by reason of the consummation of the Transactionstransactions contemplated herein. Following the Closing, no stockholder shareholder of Acquiror Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror Class A Common Stock Purchaser Ordinary Shares for redemption pursuant to the Acquiror Stockholder RedemptionRedemption (or pursuant to any redemption required in accordance with the extension of Purchaser’s deadline to consummate its Business Combination) in compliance with Purchaser’s Organizational Documents.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least $333,500,000 450,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9July 22, 20212019, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusprospectus dated July 17, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2019. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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 date hereof, there are no Actions pending with respect to the Trust Account. Since July 17, 2019, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. Following the Effective Time, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and and, to the Knowledge knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate side letters and there are no Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Organizational Documents and Stockholder Redemption or the underwriters of Acquiror’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. . (b) As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending As of the date hereof, Acquiror does not have, or have any Contract requiring it to enter into or incur, any obligations with respect to the Trust Account. Since March 9, 2021, Acquiror has not released or under any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionIndebtedness.

Trust Account. As of December 31, 2020, the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser had an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents equal to approximately One Hundred Thirty-Eight Million Eight Hundred Thirty Three Thousand and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC Nine Hundred Seventy Three Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$138,833,973). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of the Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Section 4.21 of the IPO Prospectus may elect Purchaser Disclosure Schedules or Taxes, (ii) the holders of Purchaser Securities prior to the Effective Time who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Ordinary Shares pursuant to the Acquiror Purchaser’s Organizational Documents or in connection with an amendment thereof to extend the Purchaser’s deadline to consummate a Business Combination or (iii) if the Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, the Purchaser in limited amounts to permit the Purchaser to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then the Purchaser’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem Purchaser Ordinary Shares pursuant to the Closing DatePurchaser’s Organizational Documents, or in connection with an amendment thereof to extend the Purchaser’s deadline to consummate a Business Combination. There As of the date of this Agreement, there are no Actions pending or, to the Knowledge of the Purchaser, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As Acquiror has made available to the Company a true, correct and complete copy of the Original fully executed Investment Management Trust Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust AccountAgreement”), maintained dated as of November 15, 2018, by and between Acquiror and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee corporation (the “Trustee”), pursuant to . Acquiror has at least $353,478,781 in the Investment Management Trust Agreement, dated as account established by Acquiror for the benefit of March 9, 2021, by and between certain stockholders of Acquiror and the Trustee on file with the SEC Reports underwriter of Acquiror as of the Original Agreement Date Acquiror’s initial public offering (the “Trust AgreementAccount”). Prior to the Closing, none of the with such funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material obligations required pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror’s Knowledge, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptionseffect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general 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, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, 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 arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the Acquiror SEC Reports filed or furnished by Acquiror Documents to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under (A) the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters underwriter of Acquiror’s initial public offering and (B) holders of Acquiror Common Stock who have elected to redeem their Acquiror Common Stock in accordance with respect to deferred underwriting commissionsthe Acquiror’s charter documents) to any portion of the proceeds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not may be satisfied or funds available released, except to pay income and franchise taxes from any interest earned in the Trust Account will not be available and to redeem Acquiror on Common Stock in accordance with the Closing Dateprovisions of Acquiror’s charter documents. There are is no Actions pending Legal Proceeding pending, or to Acquiror’s Knowledge, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Date, date hereof there is at least $333,500,000 404,234,530 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March September 9, 20212020, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, prospectus dated as of March September 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Actions pending, or to the Knowledge of Acquiror, threatened with respect to the Trust Account or the funds contained therein. Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). At the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the Transactions. From and after the Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from, or any amount previously held in, the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated or anticipated. There are no separate Contracts, side letters or other Contracts, arrangements (or understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Organizational Documents and Stockholder Redemption or the underwriters of Acquiror’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. . (b) As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunderdate hereof, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending As of the date hereof, Acquiror does not have any Contract, arrangement or understanding to enter into or incur, any Contract or other obligations with respect to the Trust Account. Since March 9, 2021, Acquiror has not released or under any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionIndebtedness.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 345,000,000 invested in a trust account (the “Trust Account”)) for the benefit of the Parent’s public stockholders, maintained by Continental Stock Transfer & Trust Company, a New York corporationComputershare, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 91, 2021, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate or (b) entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) 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 in accordance with the Trust Agreement, Acquiror the Parent Organizational Documents and AcquirorParent’s final prospectusprospectus dated February 26, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andthereunder by Parent or, to the Knowledge knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Since March 9February 26, 2021, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Parent to dissolve or liquidate pursuant to the Acquiror Parent Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Parent shall have no obligation whatsoever pursuant to the Acquiror Parent Organizational Documents to dissolve and liquidate the assets of Acquiror Parent by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Parent Stockholder 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Parent Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust date of this Agreement, dated as of March 9, 2021, by and between Acquiror and ALPA has an amount in cash in the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)Account equal to approximately $154,449,120.64. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated July 26, 2021, between ALPA and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The as trustee (the “Trustee”) (the “Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedAgreement”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the ALPA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to ALPA’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions or Taxes, (ii) the IPO Prospectus may elect Pre-Closing ALPA Stockholders who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Organizational Governing Documents of ALPA or (iii) if ALPA fails to complete a business combination within the allotted time period set forth in the Governing Documents of ALPA and liquidates the underwriters of Acquiror’s initial public offering with respect Trust Account, subject to deferred underwriting commissions) to any portion the terms of the proceeds Trust Agreement, ALPA (in limited amounts to permit ALPA to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ALPA) and then the Pre-Closing ALPA Stockholders). Prior to the Closing, none of the funds held in the Trust AccountAccount are permitted to be released, except in the circumstances described in the Governing Documents of ALPA and the Trust Agreement. ALPA 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 ALPA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the Original Agreement Datedate of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9, 2021, Acquiror XXXX 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing ALPA Stockholders who have elected to tender its shares of Acquiror redeem their Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ALPA, each in accordance with the terms of and as set forth in the Trust Agreement, ALPA shall have no further obligation under either the Trust Agreement or the Governing Documents of ALPA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is Parent has at least $333,500,000 held 23,602,837.63 (the “Trust Amount”) in a trust the account established by Parent for the benefit of its public stockholders (the “Trust Account”), maintained with such funds invested in United States Government securities, money market funds or interest bearing deposit accounts meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee Company (the “Trustee”), ) pursuant to the Investment Management Trust Agreement, dated as of March 9August 31, 2021, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)) on file with the Parent Reports as of the date of this Agreement. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Parent’s Organizational Documents and AcquirorParent’s final prospectusprospectus dated August 31, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material 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 material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There there are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9August 31, 2021, Acquiror Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As To the knowledge of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, andParent, as of the Closingdate hereof, Acquiror shall have no obligation whatsoever pursuant to following the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingEffective Time, no stockholder of Acquiror Parent 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 Acquiror Parent Class A Common Stock for redemption pursuant to the Acquiror Parent Common Stockholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. 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 Reports to be inaccurate in any material respect, or (ii) to 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 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 Actions pending or, to Parent’s knowledge, threatened with respect to the Trust Account.

Trust Account. As of the Original Agreement Effective Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as DMAC has an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC equal to approximately One Hundred Twenty-Seven Million Seven Hundred Sixty-Seven Thousand Dollars (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”$127,767,000). Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, DMAC and the Trustee, enforceable in accordance with its terms, subject to except as such enforcement may be limited by the Enforceability Exceptions. The As of the Effective Date the Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There As of the Effective Date there are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of DMAC, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions set forth in Schedule 4.21 or Taxes, (ii) the IPO Prospectus may elect holders of DMAC Securities prior to the Merger Effective Time who shall have elected to redeem their shares of Acquiror DMAC Common Stock pursuant to the Acquiror DMAC’s Organizational Documents or in connection with an amendment thereof to extend DMAC’s deadline to consummate a Business Combination or (iii) if DMAC fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, DMAC in limited amounts to permit DMAC to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then DMAC’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem DMAC Common Stock pursuant to DMAC’s Organizational Documents, or in connection with an amendment thereof to extend DMAC’s deadline to consummate a Business Combination. As of the Closing Effective Date. There , there are no Actions pending or, to the Knowledge of DMAC, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As (a) In order to secure the obligations of the Original Agreement Reinsurer hereunder the Reinsurer and the Ceding Company shall use commercially reasonable efforts to enter into a trust agreement with a trustee mutually agreed to by the Reinsurer and the Ceding Company (the “Trustee”) substantially in the form attached hereto as Exhibit D (the “Trust Agreement”) as soon as reasonably practicable after the Closing Date but, in any event, on or before the end of the initial Monthly Accounting Period following the Closing Date, there is at least $333,500,000 held in pursuant to which the Reinsurer shall establish a trust account (the “Trust Account”)) for the benefit of the Ceding Company in which it will maintain assets and grant the Ceding Company a first priority security interest in such assets (such date the Trust Agreement is executed and the Trust Account established, maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “TrusteeTrust Effective Date”). (b) On the Trust Effective Date, pursuant except as provided below, the Reinsurer shall deposit, or cause to be deposited, into the Trust Account Permitted Assets with an aggregate Statutory Carrying Value equal to the Trust Account Required Balance as of the end of the Monthly Accounting Period immediately prior to the month in which the Trust Account is established, and thereafter shall maintain Permitted Assets with a Statutory Carrying Value equal to the Trust Account Required Balance at all times, subject to Section 9.04. Notwithstanding the foregoing or anything in this Agreement, the Trust Agreement or the Investment Management Guidelines to the contrary (i) the Ceding Company and the Reinsurer agree that, for purposes of this Section 9.01(b) and the applicable provisions of the Trust Agreement, dated as the classes of March 9“Permitted Assets” deposited into the Trust Agreement shall not include any Excluded Permitted Assets, 2021and (ii) the Reinsurer hereby covenants and agrees that it will not deposit, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior or attempt to the Closingdeposit, none of the funds held in any Excluded Permitted Assets to the Trust Account may at any time without the Ceding Company’s prior written consent. For the avoidance of doubt, any Excluded Permitted Assets deposited into the Trust Account in violation of this Section 9.01(b) shall (x) not be released except considered or valued for purposes of calculating the Trust Account Required Balance for the applicable Monthly Accounting Period, and (y) promptly be withdrawn from the Trust Account and replaced with Permitted Assets not constituting Excluded Permitted Assets to the extent necessary to comply with this Section 9.01(b). 46753330.38 (c) The Trust Account assets shall be subject to withdrawal from the Trust Account in accordance with the Trust Agreement. The Reinsurer shall bear the administrative costs and expenses related to the establishment and maintenance of the Trust Account, Acquiror Organizational Documents including the applicable fees of the Trustee. The Reinsurer shall be permitted to manage and Acquiror’s final prospectusmake investment decisions with respect to the assets in the Trust Account, dated as of March 9including through one or more investment managers; provided, 2021 and filed with however, that the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts assets in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to shall be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable managed in accordance with its terms, subject the Investment Guidelines and shall be comprised solely of Permitted Assets other than Excluded Permitted Assets. (d) Notwithstanding anything to the Enforceability Exceptions. The Trust Agreement has not been terminatedcontrary contained in this Agreement, repudiated, rescinded, amended or supplemented or modified, in the Ceding Company at any respect, and time shall have the right to review the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement assets contained in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents Funds Withheld Account and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds assets held in the Trust Account, including by calculating the respective Statutory Carrying Value and Fair Market Value thereof. As of In the Original Agreement Dateevent that the Ceding Company determines, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunderin its reasonable discretion, Acquiror has no reason to believe that any of the conditions to the use of funds assets held in the Trust Account will either constitute Excluded Permitted Assets or do not constitute Permitted Assets, such identified non-compliant assets shall be satisfied or funds available in withdrawn and replaced by the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending Reinsurer with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account assets constituting Permitted Assets (other than as permitted by the Trust Agreement). As Excluded Permitted Assets) within ten (10) days of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount written notice from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionCeding Company.

Trust Account. As of (a) Boulevard has (and will have immediately prior to the Original Agreement Date, there is Closing) at least $333,500,000 held 370,000,000 (less, as of the Closing, payments to Redeeming Stockholders) in a trust account established by Boulevard for the benefit of its public stockholders at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9September 21, 20212015, by and between Acquiror Boulevard and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror the Boulevard Organizational Documents and AcquirorBoulevard’s final prospectusprospectus dated September 21, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2015. Amounts in the Trust Account are 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 of 1940, as amendedwhich invest only in direct U.S. government treasury obligations. Acquiror The Trust Agreement is in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Boulevard has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Boulevard, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contractscontracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Boulevard Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissionsRedeeming Stockholders) to any portion of the proceeds in the Trust Account. There are no claims or proceedings pending or, to the knowledge of Boulevard, threatened in writing, with respect to the Trust Account. Since September 25, 2015, Boulevard has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Original Agreement DateEffective Time, the obligations of Boulevard to dissolve or liquidate pursuant to the Boulevard Organizational Documents shall terminate, and as of the Effective Time, Boulevard shall have no obligation whatsoever pursuant to the Boulevard Organizational Documents to dissolve and liquidate the assets of Boulevard by reason of the consummation of the transactions contemplated hereby, and following the Effective Time, no Boulevard Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Boulevard Stockholder is a Redeeming Stockholder. (b) As of the date hereof, assuming (i) the accuracy of the representations and warranties of the Company Company, Newco and Merger Sub contained herein and the Admission Agreement , (ii) the compliance by the Company Company, Newco and Merger Sub with their respective obligations hereunderhereunder and (iii) the satisfaction or waiver of the conditions to the obligations of the parties contained herein, Acquiror Boulevard 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 Acquiror the Surviving Corporation on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 253,000,000 in the Trust Account (including, if applicable, an aggregate of approximately $8,855,000 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March December 9, 2021, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Class A Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their Acquiror Class A Common Shares pursuant to Acquiror’s Governing Documents, as may be amended, and the underwriters of Acquiror’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 other than to pay Taxes and payments with respect to all Acquiror Share Redemptions in accordance with the Trust Agreement, Acquiror Organizational Documents Agreement and Acquiror’s final prospectusGoverning Documents. There are no claims or proceedings pending or, dated as to the knowledge of March 9Acquiror, 2021 and filed threatened with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legalSince December 9, valid and binding obligation of 2021, Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in released any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of money from the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person Account (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in as permitted by the Trust AccountAgreement). As of the Original Agreement DateEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. Following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. 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 their its obligations hereunder, neither Acquiror has no 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 Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of (a) The Retrocessionaire shall enter into a trust agreement in the Original Agreement Date, there is at least $333,500,000 held in form attached as Exhibit B (the “Trust Agreement”) and establish a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, ) for the benefit of the Ceding Company with respect to the Underlying Agreement with a New York corporation, acting as trustee bank (the “Trustee”), pursuant ) acceptable to the Investment Management Ceding Company. (b) The Retrocessionaire agrees to deposit, and maintain in the Trust Account, assets to be held in trust by the Trustee for the benefit of the Ceding Company as security for the payment of the Retrocessionaire’s obligations to the Ceding Company under this Agreement. (c) The Retrocessionaire agrees that the assets so deposited shall consist only of assets of the types set forth on Schedule I hereto. (d) The Retrocessionaire, dated as prior to depositing assets with the Trustee, shall execute all assignments and endorsements in blank, or transfer legal title to the Trustee of March 9all shares, 2021obligations or any other assets requiring assignments, by and in order that the Ceding Company, or the Trustee upon direction of the Ceding Company, may whenever necessary negotiate any such assets without consent or signature from the Retrocessionaire or any other entity. (e) All settlements of account under the Trust Agreement between Acquiror the Ceding Company and the Trustee on file with Retrocessionaire shall be made in cash or its equivalent. (f) The Retrocessionaire and the SEC Reports of Acquiror as of Ceding Company agree that the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except withdrawn by the Ceding Company at any time, notwithstanding any other provisions in accordance with the Trust this Agreement, Acquiror Organizational Documents provided such assets are applied and Acquirorutilized by the Ceding Company (or any successor of the Ceding Company by operation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company), on the basis of the liability of the Ceding Company under the Underlying Agreement, without diminution because of the insolvency of the Ceding Company or the Retrocessionaire, only to pay to the Ceding Company an amount equal to the Retrocessionaire’s final prospectus, dated as quota share of March 9, 2021 and filed with the SEC liabilities paid or due to be paid by the Ceding Company under the Underlying Agreement. (File No 333-253079g) on March 11, 2021 (In the “IPO Prospectus”). Amounts in event that the Ceding Company withdraws assets from the Trust Account are invested for the purpose set forth in United States Government securities or paragraph (f) of this Section 6 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act excess of 1940, as amended. Acquiror has performed all material obligations actual amounts required to be performed by it meet the Retrocessionaire’s obligations to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection withthe Ceding Company, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute Ceding Company will return such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect excess to the Trust Account. Since March 9, 2021, Acquiror has not released any money from plus interest at the Trust Account (other than as permitted average 90-Day Treasury Rate applicable to the period during which the amounts were held by the Trust Agreement)Ceding Company. As “90-day Treasury Rate” as used herein shall mean the annual yield rate, on the date to which such 90-Day Treasury Rate relates, of the Closing, the obligations actively traded U.S. Treasury securities having a remaining duration to maturity of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, andthree months, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionrate is published under “Treasury Constant Maturities” in Federal Reserve Statistical Release H.15(519).

Trust Account. As of the Original Agreement Datedate hereof, there is SEAC has at least $333,500,000 held in a trust account 450,000,000 (the “Trust AccountAmount”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held ) in the Trust Account may be released except in accordance Account, with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are such funds invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not held in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, trust by the Trustee pursuant to 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the TrusteeSEAC, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respectrespect by SEAC or the Trustee, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by SEAC. There are no separate SEAC has complied in all material respects with the terms of the Trust Agreement and is not in material 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 material breach or default by SEAC or, to the Knowledge of SEAC, the Trustee. SEAC is not party to or bound by any side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEAC SEC Reports filed or furnished by Acquiror Documents to be inaccurate in any material respect, or that would (b) explicitly by their terms, entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under (i) the IPO Prospectus may elect SEAC Stockholders who shall have exercised their rights to redeem their shares of Acquiror Common Stock pursuant to participate in the Acquiror Organizational Documents and SEAC Share Redemptions, (ii) the underwriters of AcquirorSEAC’s initial public offering offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement), and (iii) SEAC with respect to deferred underwriting commissionsincome earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions Proceedings (or to the Knowledge of SEAC, investigations) pending or, to the Knowledge of SEAC, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 24,460,583 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. There are no separate Contracts, dated as side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of March 9, 2021, by and between Acquiror and the Trustee on file with Trust Agreement in the SEC Reports to be inaccurate or that would entitle any Person (other than (a) holders of Acquiror as SPAC Class A Shares who shall have elected to redeem such shares pursuant to SPAC’s Organizational Documents prior to the First Effective Time, (b) the underwriters of SPAC’s initial public offering with respect to deferred underwriting commissions set forth in Section 5.06 of the Original Agreement Date SPAC Disclosure Letter, (c) in respect of Taxes or (d) as otherwise set out in SPAC’s Organizational Documents) to any portion of the “proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts other than to pay Taxes from any interest income earned in the Trust Account and payments with respect to exercises of the SPAC Shareholder Redemption Right by any SPAC Shareholder consistent with SPAC’s Organizational Documents and the Trust Agreement. There are invested in United States Government securities no Actions, claims or in money market funds meeting certain conditions under Rule 2a-7 promulgated under proceedings pending or, to the Investment Company Act Knowledge of 1940SPAC, as amendedthreatened with respect to the Trust Account. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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 by SPAC thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateFirst Effective Time, the obligations of SPAC to dissolve or liquidate within a specific time period pursuant to SPAC’s Organizational Documents shall terminate, and as of the First Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. As of the date hereof, following the First Effective Time, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder has exercised their SPAC Shareholder Redemption Right. 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 their its obligations hereunder, Acquiror has no SPAC 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 (after giving effect to any exercise of the SPAC Shareholder Redemption Right by any SPAC Shareholder and release of funds in accordance with the terms of SPAC’s Organizational Documents and the Trust Agreement) will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Tailwind has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)334,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated September 9, 2020 (the “Trust Agreement”), between Tailwind and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Tailwind SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to Tailwind’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing Tailwind Stockholders who shall have elected to redeem their Tailwind Class A Shares pursuant to the Governing Documents of Tailwind or (iii) if Tailwind fails to complete a business combination within the allotted time period set forth in the Governing Documents of Tailwind and liquidates the Trust Account, subject to the terms of the Trust Agreement, Tailwind (in limited amounts to permit Tailwind to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of Tailwind) and then the Pre-Closing Tailwind Stockholders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of Tailwind and the Trust Agreement. As of the date of this Agreement, Tailwind has performed all material obligations required to be performed by it, and is not be available in material default, under the Trust Agreement, and, to Acquiror on Tailwind’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Closing DateTrust Agreement. There As of the date of this Agreement, there are no Actions Proceedings pending with respect to the Trust Account. Since March September 9, 20212020, Acquiror Tailwind 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). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby (including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall Pre-Closing Tailwind Stockholders who have elected to tender its shares of Acquiror redeem their Tailwind Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of Tailwind, each in accordance with the terms of and as set forth in the Trust Agreement), Tailwind shall have no further obligation under either the Trust Agreement or the Governing Documents of Tailwind to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 215,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $7,525,000.00 of deferred underwriting commissions and other fees being held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9August 17, 20212020, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Class A Ordinary Shares sold in Acquiror’s initial public offering who shall have elected to redeem their Acquiror Class A Ordinary Shares pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’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 in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Since August 17, 2020, Acquiror 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). 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) with respect to all Acquiror Share Redemptions, each in accordance with the terms of and as set forth in the Trust Agreement, Acquiror shall have no further obligation under either the Trust Agreement is in full force and effect and is a legal, valid and binding obligation or the Governing Documents of Acquiror andto liquidate or distribute any assets held in the Trust Account, to and the Knowledge of Acquiror, the Trustee, enforceable Trust Agreement shall terminate in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateEffective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Shareholder is exercising an Acquiror Share Redemption. 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 their its obligations hereunder, neither Acquiror has no 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 Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement DateJune 30, there is at least 2021, Parent had $333,500,000 held 250,008,562.54 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & and invested pursuant to that certain Investment Management Trust Company, a New York corporation, acting as trustee Agreement (the “Trustee”), pursuant to the Investment Management Trust Agreement, ”) dated as of March 9February 22, 2021, by and between Acquiror Parent and Transfer Agent, for the benefit of Parent’s public shareholders, with such funds invested in 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 Trustee on file 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 Transfer Agent, 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 that, 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 Transfer Agent. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied): (i) between Parent and the Transfer Agent 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 Acquiror as Parent, that would entitle any Person (other than shareholders of Parent holding Parent Class A Ordinary Shares sold in Parent’s initial public offering who shall have elected to redeem their Parent Class A Ordinary Shares pursuant to Parent’s Organizational Documents or the underwriters of Parent’s initial public offering with respect to any deferred underwriting compensation) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)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 Ordinary Shares in accordance with the Trust Agreement, Acquiror provisions of Parent’s Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Documents. Amounts in the Trust Account There are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andLegal Proceedings pending or, to the Knowledge of AcquirorParent, the Trustee, enforceable threatened in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending writing with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is at least $333,500,000 253,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporationlimited purpose trust company, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9February 10, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Acquiror’s Organizational Documents and Acquiror’s final prospectusprospectus dated April 13, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested only in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and to the Knowledge of Acquiror, no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Actions pending, or to the Knowledge of Acquiror, threatened with respect to the Trust Account or the funds contained therein. Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). At the First Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror’s Organizational Documents shall terminate, and, as of the First Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror’s Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the Transactions. From and after the First Effective Time, no shareholder of Acquiror shall be entitled to receive any amount from, or any amount previously held in, the Trust Account except to the extent such shareholder shall have elected to tender its Acquiror Class A Shares for redemption pursuant to the Acquiror Shareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated or anticipated. There are no separate Contracts, side letters or other Contracts, arrangements (or understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Shareholders who shall have elected to redeem their shares of Acquiror Common Stock Class A Shares pursuant to the Acquiror Organizational Documents and Shareholder Redemption or the underwriters of Acquiror’s initial public offering with in respect to deferred underwriting commissionsof their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. . (b) As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 285,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9December 12, 20212018, by and between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date “Trustee”) (the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock (prior to the Effective Time) sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock (prior to the Effective Time) pursuant to the Acquiror Governing Documents and the underwriters of Acquiror’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 in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legalAs of the Closing, valid and binding obligation the obligations of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock liquidate pursuant to the Acquiror Organizational Governing Documents shall terminate, and as of the underwriters Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. To Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion knowledge, as of the proceeds in date hereof, following the Closing, no Acquiror Stockholder shall be entitled to receive any amount from the Trust AccountAccount except to the extent such Acquiror Stockholder is exercising an Acquiror Share Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Grosvenor Companies contained herein and the compliance by the Company Grosvenor Companies and the Grosvenor Holders with their respective obligations hereunder, neither Acquiror has no or IntermediateCo 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 Acquiror and IntermediateCo on the Closing Date. There are no Actions pending with respect to Investment Company Act; JOBS Act. Acquiror is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As meaning of the Closing, Investment Company Act. Acquiror constitutes an “emerging growth company” within the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as meaning of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionJOBS Act.

Trust Account. As of the Original Agreement DateClosing, there is the SPAC has at least Nine Thousand Four Hundred Dollars ($333,500,000 held 9,400) (the “Trust Amount”) in a the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of June 16, 2021 (the “Trust Agreement”), maintained by and between the SPAC and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the such funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under1940 or are held in one or more demand deposit accounts, and is not held in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, trust by the Trustee pursuant to 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the TrusteeSPAC, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respectrespect by the SPAC or the Trustee, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by the SPAC. There are no separate The SPAC is not a party to or bound by any side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, side letters arrangements or other arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (a) cause the description of the Trust Agreement in the SEC Reports forms, reports, schedules, registration statements and other documents filed or furnished by Acquiror the SPAC with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or that would (b) explicitly by their terms, entitle any Person person (other than stockholders of Acquiror holding Acquiror Common Stock sold under (i) the IPO Prospectus may elect SPAC shareholders who shall have exercised their rights to redeem their shares of Acquiror Common Stock pursuant to Class A Shares and (ii) the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering SPAC, with respect to deferred underwriting commissionsincome earned on the proceeds in the Trust Account to cover any of its income tax obligations and up to one hundred thousand ($100,000) of interest on such proceeds to pay dissolution expenses), to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9June 16, 2021, Acquiror the SPAC has not released any money from the Trust Account (other than as permitted by Account, except in accordance with the Trust Agreement). As Agreement and Organizational Documents of the Closing, the obligations of Acquiror to dissolve SPAC. There are no Actions (or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as knowledge of the ClosingSPAC, Acquiror shall have no obligation whatsoever pursuant investigations) pending or, to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason knowledge of the consummation of the Transactions. Following the ClosingSPAC, no stockholder of Acquiror shall be entitled threatened with respect to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionAccount.

Trust Account. As of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9June 30, 2021, by and between Acquiror and the Trustee on file with the SEC Reports Purchaser has an amount of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)equal to $600,204,057.15. Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions or Taxes, (ii) the IPO Prospectus may elect holders of Purchaser Securities prior to the Effective Time who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Class A Shares pursuant to the Acquiror Purchaser’s Organizational Documents or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, Purchaser in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then Purchaser’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. As Prior to the Initial Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not be satisfied or funds available have been released, except to pay Taxes from any interest income earned in the Trust Account will not be available Account, and to Acquiror on redeem Purchaser Class A Shares pursuant to Purchaser’s Organizational Documents. As of the Closing Date. There date of this Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement DateFebruary 29, there is 2024, SPAC has at least $333,500,000 63,214,027.45 in the Trust Account, such monies held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), cash deposit accounts pursuant to the Investment Management Trust Agreement, dated as of March 9December 6, 2021, between SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (as amended by and between Acquiror and Amendment No. 1 to the Trustee on file with the SEC Reports of Acquiror Investment Management Trust Agreement dated as of February 27, 2023, Amendment No. 2 to the Original Investment Management Trust Agreement Date (dated as of September 7, 2023 and Amendment No. 3 to the Investment Management Trust Agreement dated as of December 8, 2023, the “Trust Agreement”). The Trust Agreement has not been amended or modified since December 8, 2023, and is valid and in full force and effect and is enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. There are no separate Contracts, side letters or other binding arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate or that would entitle any Person (other than shareholders of SPAC holding SPAC Ordinary Shares initially sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their SPAC Ordinary Shares pursuant to SPAC’s Governing 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 in accordance other than to pay Taxes and payments with respect to SPAC Share Redemptions. There are no claims or proceedings pending or, to the knowledge of SPAC, threatened with respect to the Trust AgreementAccount. Each of SPAC and, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of SPAC, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has Trustee have performed all material obligations required to be performed by it to date under, and is not in material default, in 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateMerger Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Governing Documents shall terminate, and as of the Merger Effective Time, SPAC shall have no obligation whatsoever pursuant to SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions (other than use of the funds in the Trust Account for SPAC Share Redemptions). No shareholder of SPAC shall be entitled to receive any amount in the Trust Account except to the extent such shareholder of SPAC has exercised a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company Company, Merger Sub and MultiplAI contained herein and the compliance by the Company Company, Merger Sub and MultiplAI with their its respective obligations hereunder, Acquiror has no SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with respect to Date (other than use of the Trust Account. Since March 9, 2021, Acquiror has not released any money from funds in the Trust Account (other than as permitted by the Trust Agreementfor SPAC Share Redemptions). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 234,600,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9September 1, 2021, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror SPAC as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror SPAC Organizational Documents and AcquirorSPAC’s final prospectus, dated as of March 9September 1, 2021 2021, and filed with the SEC (File No No. 333-253079258742) on March 11September 3, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror SPAC and, to the Knowledge knowledge of AcquirorSPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge knowledge of AcquirorSPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror SPAC to be inaccurate or that would entitle any Person (other than stockholders of Acquiror SPAC holding Acquiror SPAC Common Stock sold under the IPO Prospectus may elect in SPAC’s initial public offering who shall have elected to redeem their shares of Acquiror SPAC Common Stock pursuant to the Acquiror SPAC Organizational Documents and the underwriters of AcquirorSPAC’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror no SPAC Party has no 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 Acquiror SPAC on the Closing DateDate in the amounts required pursuant to this Agreement (it being understood that no representation or warranty is being given as to the amount of cash that will remain in the Trust Account after accounting for the aggregate amount of payments required to be made in connection with the SPAC Stockholder Redemption). There are no Actions pending with respect to the Trust Account. Since March 9September 1, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by to pay income and franchise Taxes from any interest income earned in the Trust Account in accordance with the Trust Agreement). As of the ClosingFirst Effective Time, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror SPAC Organizational Documents shall terminate, and, as of the ClosingFirst Effective Time, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC Organizational Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following the ClosingSecond Effective Time, no stockholder of Acquiror New Pubco 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 Acquiror SPAC Class A Common Stock for redemption pursuant to the Acquiror SPAC Stockholder RedemptionRedemption or otherwise in compliance with SPAC’s Organizational Documents.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Silver Spike has (and, assuming no holders of Silver Spike Ordinary Shares exercise the Silver Spike Shareholder Redemption Right, will have immediately prior to the Closing) at least $333,500,000 254,115,791 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in a trust account (by the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. The Trust Agreement is in full force and effect and is a legal, dated as valid and binding obligation of March 9, 2021, by and between Acquiror Silver Spike and the Trustee on file Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the SEC Reports of Acquiror as Trustee or any other Person that would (a) cause the description of the Original Trust Agreement Date in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of Silver Spike Ordinary Shares who shall have exercised their Silver Spike Shareholder Redemption Right, (y) the “Deferred Underwriting Amount and (z) any other amounts set forth on ‎Section 6.11 of the Silver Spike Disclosure Schedule) to any portion of the proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents (i) to pay income and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts franchise Taxes from any interest income earned in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under and (ii) to redeem Silver Spike Ordinary Shares pursuant to the Investment Company Act of 1940, as amendedSilver Spike Shareholder Redemption Right. Acquiror Silver Spike has performed all material obligations required to be performed by it to date under, and is not in material default, breach default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and and, to the knowledge of Silver Spike, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Silver Spike, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 172,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9February 3, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9February 3, 2021 and filed with the SEC (File No No. 333-253079252010) on March 11February 4, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplatedcontemplated by Acquiror or, to the knowledge of Acquiror, the Trustee. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissionsDocuments) to any portion of the proceeds in the Trust AccountAccount prior to the Closing. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by the Company Parties with their obligations hereunder, no Acquiror Party has no 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Acquiror, threatened, with respect to the Trust Account. Since March 9February 3, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the ClosingXxxxxXxxxxxx.xxx Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingXxxxxXxxxxxx.xxx Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingXxxxxXxxxxxx.xxx Effective Time, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement DateFebruary 28, there is at least 2021, Parent had $333,500,000 held 276,000,226.87 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of February 22, 2021, by and between Parent and Continental Stock Transfer & Trust Company, a New York corporationcorporation (“Continental”) for the benefit of its public stockholders, acting as trustee (with such funds invested in United States Government securities or money market funds meeting all of the “Trustee”), applicable conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror Agreement and the Trustee on file Equity Financing 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 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, Continental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied): (i) between Parent and 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 Acquiror as Parent, that would entitle any Person (other than stockholders of Parent holding Parent Class A Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Class A Stock pursuant to Parent’s Charter Documents) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)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 Stock in accordance with the Trust Agreementprovisions of Parent’s Charter Documents. There are no Legal Proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of Parent, dated as of March 9, 2021 and filed threatened in writing with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror Parent has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Charter Documents shall terminate, and effect as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Charter Documents to dissolve and is a legal, valid and binding obligation liquidate the assets of Acquiror and, to Parent by reason of the consummation of the transactions contemplated hereby. To the Knowledge of AcquirorParent, following the TrusteeEffective Time, enforceable in accordance with its terms, subject no stockholder of Parent shall be entitled to receive any amount from the Trust Account except to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge extent such stockholder of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect Parent validly elects to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountParent Class A Stock. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has no 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 Acquiror Parent and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement DateJune 30, there is at least 2020, SPAC had $333,500,000 held 755,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), and invested pursuant to the that certain Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”) effective as of August 25, 2020, by and between SPAC and Continental Stock Transfer and Trust Company (“Continental 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 SPAC under this Agreement are not subject to any conditions regarding SPAC’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 SPAC with respect to Continental 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. SPAC 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 that, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or, to the Knowledge of SPAC, Continental Trust. There are no separate Contracts, side letters or other written understandings: (i) between SPAC and Continental Trust that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than stockholders of SPAC holding SPAC Shares sold in New Starship’s initial public offering who shall have elected to redeem their shares of SPAC Shares pursuant to SPAC’s Governing 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 from any interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as provisions of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)SPAC Governing Documents. Amounts in the Trust Account There are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andLegal Proceedings pending or, to the Knowledge of AcquirorSPAC, the Trustee, enforceable threatened in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending writing with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is ARYA has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)38,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required or in cash and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated March 2, 2021 (the “Trust Agreement”), between ARYA and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the ARYA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to ARYA’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the ARYA Shareholders who shall have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA or (iii) if XXXX fails to complete a business combination within the allotted time period set forth in the Governing Documents of ARYA and liquidates the Trust Account, subject to the terms of the Trust Agreement, ARYA (in limited amounts to permit XXXX to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ARYA) and then the ARYA Shareholders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of ARYA and the Trust Agreement. As of the date of this Agreement, XXXX has performed all material obligations required to be performed by it to date, and is not be available in material default, under the Trust Agreement, and, to Acquiror on ARYA’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Closing DateTrust Agreement. There As of the date of this Agreement, there are no Actions Proceedings pending with respect to the Trust Account. Since March 92, 2021, Acquiror XXXX 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 AgreementAgreement and with respect to the redemption of shareholders of ARYA that elected to redeem their shares in connection with the amendment of the Pre-Closing ARYA Governing Documents on February 28, 2023). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby (including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall ARYA Shareholders who have elected to tender its shares of Acquiror redeem their ARYA Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ARYA, each in accordance with the terms of and as set forth in the Trust Agreement), ARYA shall have no further obligation under either the Trust Agreement or the Governing Documents of ARYA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the Original Agreement DateJune 30, there is at least $333,500,000 held in a trust account (the “Trust Account”)2023, maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as Purchaser has an amount of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held assets in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)equal to $72,055,901. Amounts The funds held in the Trust Account are invested in United States Government U.S. government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required and held in trust pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, Purchaser and the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or amended, supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to the Knowledge of the Purchaser, that would entitle any Person (other than stockholders (i) in respect of Acquiror holding Acquiror Common Stock sold under deferred underwriting commissions or Taxes, (ii) the IPO Prospectus may elect holders of Purchaser Securities prior to the Merger Effective Date who shall have elected to redeem their shares of Acquiror Common Stock Purchaser Ordinary Shares pursuant to the Acquiror Purchaser’s Organizational Documents or (iii) if Purchaser fails to complete a Business Combination within the allotted time period and liquidates the underwriters Trust Account, subject to the terms of Acquirorthe Trust Agreement, Purchaser in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s initial liquidation and dissolution, and then Purchaser’s public offering with respect to deferred underwriting commissionsshareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account have been released, except to pay Taxes, and to redeem Purchaser Ordinary Shares pursuant to Purchaser’s Organizational Documents. Purchaser has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent, in any material respect, 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 Original Agreement Datedate of this Agreement, assuming there are no Actions pending or, to the accuracy Knowledge of the representations and warranties of Purchaser, threatened with respect to the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror Trust Account. Purchaser 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 Acquiror Purchaser on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is ARYA has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)147,800,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated October 10, 2018, between ARYA and Continental Stock Transfer & Trust Company, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect trustee (claimed or actualthe “Trustee”) 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the ARYA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect and/or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As , the ARYA SEC Reports to be inaccurate in any material respect or, to ARYA’s knowledge, that would entitle any Person to any portion of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) Pre-Closing ARYA Holders who shall have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA or (iii) if ARYA fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, ARYA (in limited amounts to permit ARYA to pay the expenses of the Trust Account’s liquidation and dissolution) and then the Pre-Closing ARYA Holders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of ARYA and the Trust Agreement. ARYA has performed all material obligations required to be performed by it to date under, and is not be available in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to Acquiror on the Closing Dateknowledge of ARYA, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There There, as of the date hereof, are no Actions claims or proceedings pending with respect to the Trust Account. Since March 9October 10, 20212018, Acquiror ARYA has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby, including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except to the extent such stockholder (A) in respect of deferred underwriting commissions or Taxes, (B) ARYA shall have no further obligation to Pre-Closing ARYA Holders who shall have elected to tender its shares of Acquiror redeem their ARYA Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ARYA and (C) TopCo, each in accordance with the terms of and as set forth in the Trust Agreement, ARYA shall have no further obligation under either the Trust Agreement or the Governing Documents of ARYA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As The Investor understands that, as described in the final prospectus of the Original Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust AgreementSPAC, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9January 26, 2021 and filed with the SEC U.S. Securities and Exchange Commission (File No No. 333-253079251974) on March 11January 28, 2021 (the “IPO Prospectus”), SPAC has established the Trust Account containing the proceeds of the IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Shares in connection with the consummation of a business combination transaction or in connection with an extension of its deadline to consummate a business combination transaction, (b) to the Public Shareholders if SPAC fails to consummate a business combination transaction within twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to SPAC’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a business combination transaction. Amounts For and in consideration of Sponsor entering into this Agreement and discussions with the Investor regarding the possible transactions contemplated hereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Investor nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940distributions therefrom, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or make 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any other than as permitted by matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the Trust Agreement“Released Claims”). As The Investor on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Closing, the obligations Investor or any of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall its Affiliates may have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from against the Trust Account except (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever. The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the extent SPAC to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such stockholder waiver to be valid, binding and enforceable against the Investor and each of its Affiliates under applicable Law. The provisions of this paragraph shall have elected to tender its shares survive termination of Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemptionthis Agreement.

Trust Account. (a) As of the Original Agreement Datedate hereof, there is SPAC has at least $333,500,000 held 5,890,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & and invested pursuant to that certain Investment Management Trust Company, a New York corporation, acting as trustee Agreement (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated ”) effective as of March 9November 12, 2021, by and between Acquiror SPAC and Continental Stock Transfer and Trust Company (“Continental”), as trustee, for the Trustee on file benefit of its public shareholders, 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, the obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’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 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. SPAC 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 that, with or without the giving of notice or the lapse of time (or both), would constitute such a breach or default by SPAC or, to the Knowledge of SPAC, Continental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied): (i) between SPAC and Continental that would cause the description of the Trust Agreement in SPAC SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of Acquiror as SPAC, that would entitle any Person (other than shareholders of SPAC holding SPAC Shares sold in SPAC’s initial public offering who shall have elected to redeem their SPAC Shares pursuant to SPAC Governing Documents or the underwriters of the Original Agreement Date (initial public offering with respect to any deferred underwriting compensation) to any portion of the “proceeds in the Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC except: (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissionsA) to pay income and franchise taxes from any portion of the proceeds interest income earned in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, ; and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate hereof, there is at least $333,500,000 held 400,000,000 invested in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”)) for the benefit of the Parent public Stockholders, maintained by Continental Stock Transfer & Trust Company, a New York corporationContinental, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9January 31, 20212019, by and between Acquiror Parent and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate or (ii) entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) 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 in accordance with the Trust Agreement, Acquiror Parent Organizational Documents and AcquirorParent’s final prospectusprospectus dated January 8, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2019. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Parent has performed all material obligations required to be performed by it to to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror andthereunder by Parent or, to the Knowledge knowledge of AcquirorParent, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Since March 9January 8, 20212019, Acquiror Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the ClosingEffective Time, the obligations of Acquiror Parent to dissolve or liquidate pursuant to the Acquiror Parent Organizational Documents shall terminate, and, as of the ClosingEffective Time, Acquiror Parent shall have no obligation whatsoever pursuant to the Acquiror Parent Organizational Documents to dissolve and liquidate the assets of Acquiror Parent by reason of the consummation of the Transactionstransactions contemplated hereby. Following the ClosingEffective Time, no stockholder of Acquiror Parent Stockholder 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Parent Stockholder Redemptionis a Redeeming Stockholder.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is at least approximately $333,500,000 held 23,725,227.50 invested in a trust account at Xxxxx Fargo Bank, N.A. (the “Trust Account”), maintained by Continental American Stock Transfer & Trust Company, a New York corporationLLC, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9November 11, 2021, by and between Acquiror SPAC and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released or invested except in accordance with the Trust Agreement, Acquiror the SPAC Organizational Documents and AcquirorSPAC’s final prospectusprospectus dated November 12, dated as 2021. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of March 9, 2021 and filed with the Trust Agreement in the SEC (File No 333-253079) on March 11Reports to be inaccurate in any material respect or, 2021 (to SPAC’s knowledge, that would entitle any Person to any portion of the “IPO Prospectus”). Amounts funds in the Trust Account are invested other than (i) in United States Government securities respect of deferred underwriting commissions, (ii) any SPAC Stockholder that is a Redeeming SPAC Stockholder, or (iii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under accordance with this Agreement if SPAC files to complete a business combination within the Investment Company Act allotted period set forth in the SPAC Organizational Documents and liquidates the Trust Account, in each case, subject to the terms of 1940, as amendedthe Trust Agreement. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement. As of the date hereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There there are no separate Contracts, side letters claims or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering proceedings pending with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement DateEffective Time, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Organizational Documents shall terminate, and as of the Effective Time, SPAC shall have no obligation whatsoever pursuant to the SPAC Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions contemplated hereby. To the knowledge of SPAC, as of the date hereof, following the Effective Time, no SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Stockholder is a Redeeming SPAC Stockholder. (b) As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein in this Agreement and the compliance by the Company with their its respective obligations hereunderin this Agreement, Acquiror SPAC has no reason to believe that any of the conditions to the use of the funds in the Trust Account will not be satisfied or funds available in the Trust Account (less distributions in connection with the redemption of any SPAC Common Stock in connection with the Offer) will not be available to Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is SPAC has at least $333,500,000 held 250,000,000 in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9January 28, 2021, by between SPAC and between Acquiror Continental Stock Transfer & Trust Company, as trustee (the “Trustee,” and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) SPAC Stockholders holding SPAC Common Stock (prior to the Effective Time) sold in SPAC’s initial public offering (the “IPO”) who shall have elected to redeem their shares of SPAC Common Stock (prior to the Effective Time) pursuant to the SPAC Governing Documents, (ii) Cantor Xxxxxxxxxx & Co. with respect to the fee payable pursuant to the business combination marketing agreement described in the SPAC SEC Filings and (iii) as contemplated by the following sentence) 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 in accordance other than to pay Taxes and payments with respect to all SPAC Share Redemptions. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror SPAC to dissolve or liquidate pursuant to the Acquiror Organizational SPAC Governing Documents shall terminate, and, and as of the Closing, Acquiror SPAC shall have no obligation whatsoever pursuant to the Acquiror Organizational SPAC Governing Documents to dissolve and liquidate the assets of Acquiror SPAC by reason of the consummation of the Transactions. Following To SPAC’s knowledge, as of the date of this Agreement, following the Closing, no stockholder of Acquiror SPAC Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall SPAC Stockholder is exercising a SPAC Share Redemption (or a redemption right in connection with an amendment of SPAC’s Governing Documents to extend SPAC’s deadline to consummate the Business Combination), and excluding claims that a SPAC Stockholder may make against SPAC against assets, properties or funds that are not held in the Trust Account or have elected been distributed therefrom (other than to tender its shares of Acquiror Class A Common Stock for other Public Stockholders exercising redemption pursuant to the Acquiror Stockholder Redemptionrights).

Trust Account. As of the Original Agreement Datedate of this Agreement, there is ARYA has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)38,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required or in cash and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated March 2, 2021 (the “Trust Agreement”), between ARYA and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the ARYA SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to ARYA’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the ARYA Shareholders who shall have elected to redeem their ARYA Class A Shares pursuant to the Governing Documents of ARYA or (iii) if XXXX fails to complete a business combination within the allotted time period set forth in the Governing Documents of ARYA and liquidates the Trust Account, subject to the terms of the Trust Agreement, ARYA (in limited amounts to permit XXXX to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of ARYA) and then the ARYA Shareholders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of ARYA and the Trust Agreement. As of the date of this Agreement, ARYA has performed all material obligations required to be performed by it to date, and is not be available in material default, under the Trust Agreement, and, to Acquiror on ARYA’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Closing DateTrust Agreement. There As of the date of this Agreement, there are no Actions Proceedings pending with respect to the Trust Account. Since March 92, 2021, Acquiror ARYA 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 AgreementAgreement and with respect to the redemption of shareholders of ARYA that elected to redeem their shares in connection with the amendment of the Pre-Closing ARYA Governing Documents on February 28, 2023). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby (including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall ARYA Shareholders who have elected to tender its shares of Acquiror redeem their ARYA Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of ARYA, each in accordance with the terms of and as set forth in the Trust Agreement), ARYA shall have no further obligation under either the Trust Agreement or the Governing Documents of ARYA to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is Acquiror has at least $333,500,000 held 78.0 million in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the “Trustee”), Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 9December 27, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date 2021 (the “Trust Agreement”), between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Xxxxxxxx’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 in accordance other than to pay Taxes and payments with respect to all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amendedAccount. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legalAs of the Effective Time, valid and binding obligation the obligations of Acquiror andto dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no extent such termination, repudiation, rescission, amendment, supplement or modification Acquiror Stockholder is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by exercising an Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust AccountShare Redemption. As of the Original Agreement Datedate hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its obligations hereunder, Acquiror has to the knowledge of Acquiror, there are no reason to believe that any of the conditions to the use of funds in the Trust Account which will not be satisfied or funds available in the Trust Account (other than pursuant to the Acquiror Share Redemption) which will not be available to Acquiror and Merger Sub on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As Acquiror has made available to the Company a true, correct and complete copy of the Original fully executed Investment Management Trust Agreement Date, there is at least $333,500,000 held in a trust account (the “Trust AccountAgreement”), maintained dated as of October 15, 2020, by and between Acquiror and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee corporation (the “Trustee”), pursuant to . Acquiror has at least $203,000,000 in the Investment Management Trust Agreement, dated as account established by Acquiror for the benefit of March 9, 2021, by and between certain stockholders of Acquiror and the Trustee on file with the SEC Reports underwriter(s) of Acquiror as of the Original Agreement Date Acquiror’s initial public offering (the “Trust AgreementAccount”). Prior to the Closing, none of the with such funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material obligations required pursuant to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror’s Knowledge, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptionseffect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general 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, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, 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 arrangements (understandings, whether written or unwrittenoral, express with the Trustee or implied) any other Person that would (i) cause the description of the Trust Agreement in the Acquiror SEC Reports filed or furnished by Acquiror Documents to be inaccurate or that would (ii) entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under (A) the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters underwriter(s) of Acquiror’s initial public offering and (B) holders of Acquiror Common Stock who have elected to redeem their Acquiror Common Stock in accordance with respect to deferred underwriting commissionsthe Acquiror Organizational Documents) to any portion of the proceeds in the Trust Account. As Prior to the Closing, none of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds held in the Trust Account will not may be satisfied or funds available released, except to pay certain taxes (including income and franchise taxes) from any interest earned in the Trust Account will not be available and to redeem Acquiror on Common Stock in accordance with the Closing Dateprovisions of the Acquiror Organizational Documents. There are is no Actions Proceeding pending or, to Acquiror’s Knowledge, threatened with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is CBRG has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)11,180,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 of 1940, as amended. Acquiror has performed all material which invest only in direct U.S. government treasury obligations required or in cash and (b) held in trust pursuant to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the that certain Investment Management Trust Agreement, dated November 9, 2021 (the “Trust Agreement”), between CBRG and no event has occurred whichContinental Stock Transfer & Trust Company, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to as trustee (the Knowledge of Acquiror, the “Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated”). There are no separate Contractsagreements, side letters or other arrangements agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the CBRG SEC Reports filed or furnished by Acquiror to be inaccurate or in any material respect or, to CBRG’s knowledge, that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the CBRG Shareholders who shall have elected to redeem their CBRG Class A Shares pursuant to the Governing Documents of CBRG or (iii) if CBRG fails to complete a business combination within the allotted time period set forth in the Governing Documents of CBRG and liquidates the Trust Account, subject to the terms of the Trust Agreement, CBRG (in limited amounts to permit CBRG to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of CBRG) and then the CBRG Shareholders). Prior to the Closing, none of the funds available held in the Trust Account will are permitted to be released, except in the circumstances described in the Governing Documents of CBRG and the Trust Agreement. As of the date of this Agreement, CBRG has performed all material obligations required to be performed by it to date, and is not be available in material default, under the Trust Agreement, and, to Acquiror on CBRG’s knowledge, no event has occurred which (with due notice or lapse of time or both) would constitute a material default under the Closing DateTrust Agreement. There As of the date of this Agreement, there are no Actions Proceedings pending with respect to the Trust Account. Since March 9January 1, 20212024, Acquiror CBRG 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 AgreementAgreement and with respect to the redemption of shareholders of CBRG that elected to redeem their shares in connection with the amendment of the Pre-Closing CBRG Memorandum and Articles of Association on February 7, 2024). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of Upon the consummation of the Transactions. Following transactions contemplated hereby (including the Closing, no stockholder distribution of Acquiror shall be entitled to receive any amount assets from the Trust Account except (A) in respect of deferred underwriting commissions or Taxes or (B) to the extent such stockholder shall CBRG Shareholders who have elected to tender its shares of Acquiror redeem their CBRG Class A Common Stock for redemption Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of CBRG, each in accordance with the terms of and as set forth in the Trust Agreement), CBRG shall have no further obligation under either the Trust Agreement or the Governing Documents of CBRG to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Account. As of the Original Agreement Datedate of this Agreement, there is the Purchaser has at least $333,500,000 held 58,075,002 in the trust fund established by the Purchaser for the benefit of its public stockholders in a trust United States-based account at Wilmington Trust National Association (the “Trust Account”), which is established by the Transfer Agent and maintained by Continental Stock Transfer & Trust Companythe Trustee, a New York corporationand such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, acting as trustee (amended) and held in trust by the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement. There are no separate Contracts, dated as side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of March 9, 2021, by and between Acquiror the Trust Agreement in the Purchaser SEC Documents to be inaccurate or that would entitle any Person (other than Purchaser Shareholders holding Purchaser Shares sold in Purchaser’s IPO who shall have elected to redeem their Purchaser Shares pursuant to Purchaser’s Organizational Documents and the Trustee on file underwriters of Purchaser’s IPO with the SEC Reports of Acquiror as respect to deferred underwriting commissions) to any portion of the Original Agreement Date (proceeds in the “Trust Agreement”)Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance other than to pay Taxes and payments with respect to all Purchaser Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Purchaser Parties, threatened with respect to the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)Account. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Purchaser has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorEffective Time, the Trustee, enforceable in accordance with its terms, subject obligations of Purchaser to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to Purchaser’s Organizational Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock Effective Time, Purchaser shall have no obligation whatsoever pursuant to the Acquiror Purchaser’s Organizational Documents to dissolve and liquidate the underwriters assets of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion Purchaser by reason of the proceeds in consummation of the Trust Accounttransactions contemplated hereby. As of the Original Agreement Datedate hereof, following the Effective Time, no Purchaser Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such Purchaser Shareholder is exercising an Purchaser Share Redemption. 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 their its respective obligations hereunder, Acquiror Purchaser 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 Acquiror on Purchaser at the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionEffective Time.

Trust Account. As of the Original Agreement Datedate immediately prior to the date of this Agreement, there is at least $333,500,000 15,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), Trustee pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Agreement and Governing Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)SPAC. Amounts in the Trust Account are 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 of 1940, as amended. Acquiror SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending pending, or to the knowledge of SPAC, threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror SPAC has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As The consummation of the Closing, Transactions shall not cause or require the obligations dissolution or liquidation of Acquiror to dissolve or liquidate SPAC pursuant to the Acquiror Organizational Governing Documents shall terminate, and, as of SPAC or otherwise. From and after the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the ClosingMerger Effective Time, no stockholder shareholder of Acquiror SPAC shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shareholder shall have elected to tender its shares of Acquiror Class A SPAC Common Stock for redemption pursuant to the Acquiror Stockholder RedemptionSPAC Share Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or unwritten, express or implied, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate or (ii) entitle any Person (other than shareholders of SPAC who shall have elected to redeem their shares of SPAC Common Stock pursuant to the SPAC Share Redemption or the underwriters of SPAC’s initial public offering in respect of any fees or expenses payable as a result of arrangements entered into in connection with SPAC’s initial public offering) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of SPAC.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is SPAC has at least Two Hundred Thirty Five Million Seven Hundred Fifty Thousand Dollars ($333,500,000 held 235,750,000) in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”), effective as of January 19, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee corporation (the “TrusteeContinental”), for the benefit of its public shareholders, 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 Investment Management Trust Agreement and the Subscription Agreements, the obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’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 SPAC with respect to Continental, is valid and in full force and effect and is enforceable in accordance with its terms, subject to the Remedies Exception. SPAC 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 SPAC or, to the Knowledge of SPAC, Continental. There are no separate Contracts, side letters or other understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’s Knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or taxes, (ii) the SPAC Stockholders who shall have elected to redeem their SPAC Public Shares pursuant to the Organizational Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Organizational Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, dated as of March 9, 2021, by and between Acquiror and SPAC (in limited amounts to permit SPAC to pay the Trustee on file with the SEC Reports of Acquiror as expenses of the Original Agreement Date (Trust Account’s liquidation, dissolution and winding up of SPAC) and then the “Trust Agreement”SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account may be released except except: (A) to pay income and other taxes from any interest income earned on the Trust Account; (B) to pay liquidation expenses not to exceed $100,000 from any interest income earned on the Trust Account; and (C) to redeem SPAC Public Shares in accordance with the Trust Agreementprovisions of SPAC’s Organizational Documents. There are no Legal Proceedings pending or, Acquiror Organizational Documents and Acquiror’s final prospectusto the Knowledge of SPAC, dated as of March 9, 2021 and filed threatened in writing with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”). Amounts in respect to the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror Account. (c) SPAC has performed all material obligations required to be performed by it to date under, and is not in material 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation As of Acquiror and, to the Knowledge of AcquirorEffective Time, the Trustee, enforceable in accordance with its terms, subject obligations of SPAC to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended dissolve or supplemented or modified, in any respectliquidate pursuant to SPAC’s Organizational Documents shall terminate, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description as of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock Effective Time, SPAC shall have no obligation whatsoever pursuant to the Acquiror SPAC’s Organizational Documents to dissolve and liquidate the underwriters assets of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion SPAC by reason of the proceeds in consummation of the Trust Accounttransactions contemplated hereby. As of the Original Agreement Datedate 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, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with respect to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror 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 Acquiror Class A Common Stock for redemption pursuant to the Acquiror Stockholder Redemption.

Trust Account. (a) As of the Original Agreement Datedate of this Agreement, there is SPAC has an amount in cash in the Trust Account equal to at least $333,500,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original Agreement Date (the “Trust Agreement”)150,000,000. Prior to the Closing, none of the The funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of March 9, 2021 and filed with the SEC are (File No 333-253079a) on March 11, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are 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 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of 1940April 30, 2020 (the “Trust Agreement”), between SPAC and Continental, as amendedtrustee (the “Trustee”). Acquiror There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Stockholders who shall have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of SPAC) and then the SPAC Stockholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of SPAC and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, 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. The There are no claims or Proceedings pending with respect to the Trust Account. Since April 30, 2020, SPAC 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). 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 SPAC Stockholders who have elected to redeem their SPAC Shares pursuant to the Governing Documents of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement is or the Governing Documents of SPAC to liquidate or distribute any assets held in full force the Trust Account, and effect and is a legal, valid and binding obligation of Acquiror and, to the Knowledge of Acquiror, the Trustee, enforceable Trust Agreement shall terminate in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements . (whether written or unwritten, express or impliedb) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their its respective obligations hereunder, Acquiror SPAC 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 Acquiror SPAC on the Closing Date. There are no Actions pending with Date (after disbursements in respect of deferred underwriting commissions, Taxes, and to the Trust Account. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Closing, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Closing, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Closing, no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account except to the extent such stockholder SPAC Stockholders who shall have elected to tender its shares of Acquiror Class A Common Stock for redemption redeem their SPAC Shares pursuant to the Acquiror Stockholder RedemptionGoverning Documents of SPAC).

Trust Account. (a) As of the Original Agreement Date, date hereof there is at least approximately $333,500,000 57.6 million held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of March 9December 14, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the Original date of this Agreement Date (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectusprospectus dated December 17, dated as of March 9, 2021 and filed with the SEC (File No 333-253079) on March 11, 2021 (the “IPO Prospectus”)2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust AgreementAgreement and the Trust Account, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legalThere are no Actions pending, valid and binding obligation of Acquiror and, or to the Knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding Acquiror Common Stock sold under the IPO Prospectus may elect to redeem their shares of Acquiror Common Stock pursuant to the Acquiror Organizational Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the Original Agreement Date, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with their obligations hereunder, Acquiror 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 Acquiror on the Closing Date. There are no Actions pending threatened with respect to the Trust AccountAccount or the funds contained therein. Since March 9, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of At the ClosingAcquisition Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the ClosingAcquisition Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following From and after the ClosingAcquisition Effective Time, no stockholder of Acquiror shall be entitled to receive any amount from from, or any amount previously held in, the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Class A Common Stock Ordinary Shares for redemption pursuant to the Acquiror Stockholder RedemptionShareholder Redemption prior to such time. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Acquiror and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or otherwise modified, in any respect, and, to the Knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated or anticipated. There are no side letters or other Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Acquiror who shall have elected to redeem their Acquiror Class A Ordinary Shares pursuant to the Acquiror Shareholder Redemption or the underwriters of Acquiror’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account. (b) As of the date hereof, Acquiror has no reason to believe or Knowledge that any of the conditions to the use of funds in the Trust Account may not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. As of the date hereof, Acquiror does not have any Contract, arrangement or understanding to enter into or incur, any Contract or other obligations with respect to or under any Indebtedness.