Common use of Trust Account Clause in Contracts

Trust Account. As of the Execution Date, the SPAC has at least $41,600,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, 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 SPAC SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution DateJuly 12, the 2023, SPAC has at least approximately $41,600,000 (the “Trust Amount”) 16,627,184.76 in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by SPAC, except in connection with the SPACextension of the date by which SPAC must consummate an initial business combination. 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, 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 SPAC SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionRedemptions, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, SPAC with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, Buyer has (and, assuming no holders of Buyer Class A Common Stock exercise the SPAC has Buyer Stockholder Redemption right, will have immediately prior to the Closing) at least $41,600,000 (the “Trust Amount”) 995 million in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is is, to the Knowledge of Buyer, in full force and effect and is Enforceable against a legal, valid and binding obligation of Buyer and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented supplemented, or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or and (except for the Trust Agreement) any Contractsthere are no agreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) the SPAC Stockholders holders of Buyer Class A Common Stock who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesBuyer Stockholder Redemption Right) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem shares of Buyer Class A Common Stock pursuant to the Buyer Stockholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, the SPAC Buyer has at least $41,600,000 237,000,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACBuyer. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, 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 SPAC RAC SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the SPAC RAC Stockholders who shall have exercised their respective rights to participate in the SPAC RAC Share Redemption, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPACBuyer, with respect to income 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. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the close of business on the day prior to the Execution Date, the SPAC has at least $41,600,000 least$6,850,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash cash, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect respect, by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. The SPAC has sufficient funds in the Trust Account to comply with all of its obligations under the SPAC Governing Documents and the Trust Agreement. 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, 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 SPAC SEC Documents to be inaccurate in any material respect respect, or (b) entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, offering who are entitled to a deferred underwriting discount discount, and (iii) the SPAC, with respect to income 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. There are no Proceedings proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least four hundred fifty one million dollars ($41,600,000 451,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (bii) explicitly by their terms, entitle any Person (other than (ix) the SPAC Stockholders Buyer Shareholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (iiy) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iiiz) the SPAC, Buyer with respect to income 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. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. (a) As of the Execution Effective Date, the SPAC Buyer has at least three hundred seventeen million five hundred five hundred forty-eight thousand nine hundred eighty-one dollars ($41,600,000 317,548,981) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, and, to the Knowledge of the Buyer, the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (bii) explicitly by their terms, entitle any Person (other than (iA) the SPAC Buyer Stockholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (iiB) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a the deferred underwriting discount (as such is described in the Trust Agreement) and (iiiC) the SPAC, Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement or the Governing Documents of the Buyer. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account. The Buyer 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 the Buyer to dissolve or liquidate pursuant to the Governing Documents of the Buyer shall terminate, and, as of the Closing, the Buyer shall have no obligation whatsoever pursuant to the Governing Documents of the Buyer to dissolve and liquidate the assets of the Buyer by reason of the consummation of the transactions contemplated hereby. Following the Closing, no stockholder of the Buyer shall be entitled to receive any amount from the Trust Account other than any stockholder of the Buyer who properly effectuates a Buyer Share Redemption. (b) As of the Effective Date, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its obligations hereunder, the 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 the Buyer on the Closing Date.

Trust Account. As of the Execution Effective Date, the SPAC has at least approximately $41,600,000 (the “Trust Amount”) 15,545,611.14 in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by SPAC, except in connection with the SPACextension of the date by which the SPAC must consummate an initial business combination. 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, 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 SPAC SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionRedemptions, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, SPAC with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least two hundred thirty million dollars ($41,600,000 230,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would would (a) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Buyer Stockholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC dMY has at least two hundred and seventy-six million dollars ($41,600,000 276,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACa legal, valid and binding obligation of dMY, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC dMY or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACdMY. The SPAC dMY 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, 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 SPAC dMY SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC dMY Stockholders who shall have exercised their respective rights to participate in the SPAC dMY Share RedemptionRedemptions, (ii) the underwriters of the SPACdMY’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, dMY with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACdMY, investigations) pending or, to the Knowledge of the SPACdMY, threatened with respect to the Trust Account.

Trust Account. As of the Execution DateClosing, the SPAC has at least Sixteen Million Nine Hundred Thousand Dollars ($41,600,000 16,900,000) (the “Trust Amount”) in the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of November 8, 2021, as amended by Amendment No. 1 to Investment Management Trust Agreement, dated November 7, 2023 (the “Trust Agreement”), by and between the SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or are held in cash one or more demand deposit accounts, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of the SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, 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 forms, reports, schedules, registration statements and other documents filed by the SPAC SEC Documents with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person person (other than (i) the SPAC Stockholders shareholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, redeem their Class A Shares and (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax income tax obligations and up to one hundred thousand ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. Since November 8, 2021, the SPAC has not released any money from the Trust Account, except in accordance with the Trust Agreement and Organizational Documents of the SPAC. There are no Proceedings Actions (or, or to the Knowledge knowledge of the SPAC, investigations) pending or, to the Knowledge knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC ITAC has at least $41,600,000 75,750,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of ITAC and the SPACTrustee, enforceable in accordance with its terms subject to the Enforceability Exceptions. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Ordinary Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesredemption rights) 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 any Tax obligation, including franchise Tax, owed by ITAC as a result of assets of ITAC or interest or other income earned on the Trust Account and up to $50,000 to pay dissolution expenses, and (B) to redeem Class A Ordinary Shares pursuant to the redemption rights. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACITAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least four hundred fourteen million dollars ($41,600,000 414,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, 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 SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Buyer Shareholders who shall have exercised their respective rights to participate in the SPAC Buyer Share Redemption, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPACBuyer, with respect to income 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. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC MDH has at least $41,600,000 276,000,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACa legal, valid and binding obligation of MDH, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, restated, supplemented or modified, in any respect by the SPAC MDH or the Trustee, and no such termination, repudiation, rescission, amendment, restatement, supplement or modification is contemplated by the SPACMDH. The SPAC MDH 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, 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 SPAC MDH SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC MDH Stockholders who shall have exercised their respective rights to participate in the SPAC Share MDH Stock Redemption, (ii) the underwriters of the SPACMDH’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, MDH with respect to income 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. There are no Proceedings (or, or to the Knowledge of the SPACMDH, investigations) pending or, to the Knowledge of the SPACMDH, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC has at least approximately $41,600,000 (the “Trust Amount”) 26,862,762 in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust an interest-bearing bank deposit account administered by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure Schedulesand the Trustee, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, or rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiationrepudiation or rescission is contemplated, rescissionand, except as set forth in the SPAC SEC Documents, the Trust Agreement has not been amended, supplemented or modified in any respect, and no further amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of SPAC Public Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesShareholder Redemption Rights) 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 SPAC Public Shares pursuant to the exercise of SPAC Shareholder Redemption Rights. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC has at least $41,600,000 (the “Trust Amount”) an amount of assets in the Trust Account, with such Account at least equal to $6,170,180. The funds held in the Trust Account are invested in United States U.S. “government securities, in ” or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of SPAC and the SPAC. Except as set forth Trustee, enforceable in Section 4.11 of accordance with its terms, subject to the SPAC Disclosure SchedulesEnforceability Exceptions, the Trust Agreement and has not been terminated, repudiated, rescinded, amended, supplemented amended or modified. There are no separate Contracts, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (b) or, to the Knowledge of SPAC, that would entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemptionrespect of deferred underwriting commissions or Taxes, (ii) the underwriters holders of SPAC Securities prior to the SPAC’s initial public offering, Merger Effective Time who are entitled shall have elected to a deferred underwriting discount and redeem their SPAC Class A Shares pursuant to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the SPAC, with respect to income earned on the proceeds in allotted time period and liquidates the Trust Account Account, subject to cover any the terms of its Tax obligations and up the Trust Agreement, SPAC (in limited amounts to $100,000 of interest on such proceeds permit SPAC to pay dissolution expensesthe expenses of the Trust Account’s liquidation and dissolution) and then SPAC’s Public Stockholders)) to any portion of the proceeds funds in the Trust Account. There Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances descried in the SPAC Organizational Documents and the Trust Agreement. As of the date of this Agreement, there are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least one hundred fifteen million dollars ($41,600,000 115,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, 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 SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Buyer Shareholders who shall have exercised their respective rights to participate in the SPAC Buyer Share Redemption, Redemption and (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC Purchaser has at least $41,600,000 300,000,000 plus accrued interest through December 19, 2019 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesPurchaser and the Trustee, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Purchaser SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Ordinary Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesPurchaser Shareholder Redemption Right) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem Class A Ordinary Shares pursuant to the Purchaser Shareholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACPurchaser, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC Purchaser has at least $41,600,000 241,500,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesPurchaser and the Trustee, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Purchaser SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Common Stock who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesPurchaser Shareholder Redemption Right) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account and (B) to redeem Class A Common Stock pursuant to the Purchaser Shareholder Redemption Right. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACPurchaser, threatened with respect to the Trust Account.

Trust Account. As The Trust Account has a balance of the Execution Date, the SPAC has at least no less than $41,600,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement105,094,088. The Trust Agreement is valid and in full force and effect and is Enforceable against enforceable in accordance with its terms (subject to the SPACEnforceability Exceptions) and has not been amended or modified. Except as set forth The SPAC has complied in Section 4.11 all respects with the terms of the SPAC Disclosure Schedules, the Trust Agreement has and is not been terminatedin breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, repudiatedwith the giving of notice or the lapse of time, rescinded, amended, supplemented would constitute such a breach or modified, in any respect default by the SPAC or or, to the Knowledge of the SPAC, by the Trustee. There are no separate agreements, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. The SPAC is not a party to or bound by any side letters with respect to the Trust Agreement or other agreements (except for the Trust Agreement) any Contracts, arrangements or understandings, whether written or oralunwritten, with the Trustee express or any other Person implied) that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (b) that would entitle any Person (other than (i) the SPAC underwriters of the IPO, Public Stockholders who shall have exercised elected to redeem their respective rights SPAC Common Stock pursuant to participate in the SPAC Share Redemption, (ii) the underwriters Certificate of Incorporation or in connection with an extension of the SPAC’s initial public offering, who are entitled deadline to consummate a deferred underwriting discount and Business Combination) (iii) or the SPAC, SPAC with respect to the income earned on the proceeds in of the Trust Account to cover any of its Tax obligations and up to $100,000 of interest on such proceeds to pay dissolution expensestax obligations) 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 as described in the Trust Agreement. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) claims or proceedings pending or, to the Knowledge of the SPAC, threatened in writing with respect to the Trust Account. Since its incorporation, the SPAC 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). Following the Effective Time, no Public Stockholder shall be entitled to receive any amount from the Trust Account.

Trust Account. (a) As of the Execution Effective Date, the SPAC Buyer has at least two hundred forty three million three hundred seventy five thousand dollars ($41,600,000 243,375,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, and, to the Knowledge of the Buyer, the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Buyer SEC Documents to be inaccurate in any material respect or (bii) explicitly by their terms, entitle any Person (other than (iA) the SPAC Buyer Stockholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (iiB) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a the deferred underwriting discount (as such is described in the Trust Agreement) and (iiiC) the SPAC, Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement or the Governing Documents of the Buyer. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account. The Buyer 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 the Buyer to dissolve or liquidate pursuant to the Governing Documents of the Buyer shall terminate, and, as of the Closing, the Buyer shall have no obligation whatsoever pursuant to the Governing Documents of the Buyer to dissolve and liquidate the assets of the Buyer by reason of the consummation of the transactions contemplated hereby. Following the Closing, no stockholder of the Buyer shall be entitled to receive any amount from the Trust Account other than any stockholder of the Buyer who properly effectuates a Buyer Share Redemption. (b) As of the Effective Date, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its obligations hereunder, the 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 the Buyer on the Closing Date.

Trust Account. (a) As of the Execution Datedate hereof, the SPAC has at least $41,600,000 750,000,000 (the “Trust Amount”) in the account established by the SPAC for the benefit of its public shareholders (the “Trust Account”), with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The SPAC has delivered to the Company a true, complete and fully executed copy of the Trust Agreement. (b) The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a valid and binding obligation of the SPAC Disclosure Schedulesand, to the knowledge of the SPAC, the other parties thereto, enforceable against the SPAC and the other parties thereto in accordance with its terms (subject to the Enforceability Exceptions). The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented restated or modified, and no amendment, restatement or modification of the Trust Agreement is contemplated, and the respective rights and obligations contained in the Trust Agreement have not been withdrawn, rescinded or otherwise modified. (c) Neither the SPAC nor, to the knowledge of the SPAC, the other parties thereto have breached any respect of the covenants or other obligations set forth in, or are in default under, the Trust Agreement, and to the knowledge of the SPAC, no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute or result in a breach or default on the part of any Person under the Trust Agreement or (ii) constitute or result in a failure by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement other parties thereto to satisfy a condition precedent to or modification is contemplated other contingency to be satisfied by the SPAC. The SPAC is not a party to or bound by any side letters with respect to the Trust Agreement or (except for other parties thereto set forth in the Trust Agreement. (d) any ContractsOther than the Trust Agreement, there are no other contracts, side letters, arrangements or understandings, understandings (whether written or oralunwritten, with express or implied), to the Trustee or any other Person knowledge of the SPAC, that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the Existing SPAC Stockholders Investors who shall have exercised previously validly elected to redeem their respective rights to participate in the shares of Existing SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled Common Stock pursuant to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesSPAC Stockholder Redemption) to any portion of the proceeds in the Trust Account. As of the date hereof, assuming the satisfaction of the conditions to the SPAC’s obligation to consummate the transactions contemplated hereby, the SPAC has no reason to believe that, subject to the SPAC Stockholder Redemptions, the full Trust Amount will not be available to the SPAC or an Affiliate thereof on the Closing Date. (e) Prior to the Closing, none of the funds held in the Trust Account may be released except (i) to pay income and franchise taxes on any interest income earned in the Trust Account, (ii) to pay working capital related costs, and (iii) to satisfy obligations in respect of the SPAC Stockholder Redemptions. (f) There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge knowledge of the SPAC, threatened in writing with respect to the Trust Account.

Trust Account. As of the Execution Datedate hereof, the SPAC has at least one hundred seventy-six million dollars ($41,600,000 176,000,000) (the “Trust Amount”) in the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of November 8, 2021 (the “Trust Agreement”), by and between the SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or are held in cash one or more demand deposit accounts, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of the SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, 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 forms, reports, schedules, registration statements and other documents filed by the SPAC SEC Documents with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the redeem their SPAC Share RedemptionClass A Common Shares, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax income tax obligations and up to one hundred thousand ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. Since November 8, 2021, the SPAC has not released any money from the Trust Account, except in accordance with the Trust Agreement and Organizational Documents of the SPAC. There are no Proceedings Actions (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate hereof, the SPAC has at least three hundred ten million dollars ($41,600,000 310,000,000) (the “Trust Amount”) in the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of January 26, 2021 (the “Trust Agreement”), by and between the SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 1940, or are held in cash one or more demand deposit accounts, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of the SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, 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 forms, reports, schedules, registration statements and other documents filed by the SPAC SEC Documents with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the redeem their SPAC Share RedemptionClass A Common Shares, (ii) the underwriters of the SPAC’s initial public offeringIPO, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, with respect to income earned on the proceeds in the Trust Account to cover any of its Tax tax obligations and up to one hundred thousand ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. Since January 26, 2021, the SPAC has not released any money from the Trust Account, except in accordance with the Trust Agreement and Organizational Documents of the SPAC. There are no Proceedings Actions (or, to the Knowledge of the SPAC, or investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Date, the SPAC Buyer has at least $41,600,000 345,000,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPACBuyer. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, 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 SPAC ▇▇▇▇ SEC Documents to be inaccurate in any material respect or (b) entitle any Person (other than (i) the SPAC ▇▇▇▇ Stockholders who shall have exercised their respective rights to participate in the SPAC ▇▇▇▇ Share Redemption, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPACBuyer, with respect to income 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. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the close of business on the day prior to the Execution Date, the SPAC has at least $41,600,000 6,850,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash cash, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect respect, by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. The SPAC has sufficient funds in the Trust Account to comply with all of its obligations under the SPAC Governing Documents and the Trust Agreement. 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, 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 SPAC SEC Documents to be inaccurate in any material respect respect, or (b) entitle any Person (other than (i) the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, offering who are entitled to a deferred underwriting discount discount, and (iii) the SPAC, with respect to income 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. There are no Proceedings proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate hereof, the SPAC has at least $41,600,000 (the “Trust Amount”) an amount of assets in the Trust Account, with such Account of not less than Two Hundred and Fifty-Three Million Dollars ($253,000,000). The funds held in the Trust Account are invested in United States U.S. government securities, in securities with a maturity of one hundred and eighty-five (185) days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a valid and binding obligation of SPAC and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no separate Contracts, side letters with respect to the Trust Agreement or (except for the Trust Agreement) any Contracts, other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (a) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (b) or, to the Knowledge of SPAC, that would entitle any Person (other than (i) in respect of deferred underwriting commissions set forth in Section 4.21 of the SPAC Stockholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionDisclosure Schedules or Taxes, (ii) the underwriters of SPAC’s stockholders prior to the Effective Time who shall have elected to redeem their SPAC Class A Common Stock pursuant to the SPAC’s initial public offeringGoverning Documents or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination, who are entitled to a deferred underwriting discount and or (iii) if SPAC fails to complete a Business Combination within the SPAC, with respect to income earned on the proceeds in allotted time period and liquidates the Trust Account Account, subject to cover any the terms of its Tax obligations and up the Trust Agreement, in limited amounts to $100,000 of interest on such proceeds permit SPAC to pay dissolution expensesthe expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s stockholders) to any portion of the proceeds funds in the Trust Account. There Prior to the Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem SPAC Class A Common Stock pursuant to the SPAC’s Governing Documents, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a Business Combination. As of the date of this Agreement, there are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution DateClosing, the SPAC has will have at least Two Hundred Thirty Two Million Nine Hundred Eighty Two Thousand Six Hundred Seventy Two Dollars and Seventy Cents ($41,600,000 232,982,672.70) (the “Trust Amount”) in the trust account established by the SPAC (the “Trust Account”) pursuant to that certain Investment Management Trust Agreement, dated as of May 20, 2025 (the “Trust Agreement”), by and between the SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or are held in cash one or more demand deposit accounts, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of the SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the forms, reports, schedules, registration statements and other documents filed by the SPAC SEC Documents with the SEC, including all amendments, modifications and supplements thereto to be inaccurate in any material respect or (bii) explicitly by their terms, entitle any Person (person other than (ia) the SPAC Stockholders shareholders who shall have exercised their respective rights to participate redeem their Class A Shares in connection with any vote on a proposed Initial Business Combination pursuant to the provisions of SPAC Articles; (b) a repurchase of Class A Shares by means of a tender offer pursuant to the provisions of SPAC Articles; (c) a distribution from the Trust Account in the event that the SPAC Share Redemptiondoes not consummate an Initial Business Combination by November 22, 2026 (unless such date is extended) pursuant to the provisions of SPAC Articles; (d) in connection with a shareholder vote to amend the SPAC Articles to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with an Initial Business Combination or to redeem 100% of the Public Shares (as defined in SPAC Articles) if the SPAC has not consummated an Initial Business Combination by November 22, 2026 (unless such date is extended) or (ii) with respect to any other material provisions relating to the underwriters rights of the SPAC’s holders of Class A Shares or pre-initial public offering, who are entitled to a deferred underwriting discount business combination activity; and (iiie) the SPAC, with respect to income interest earned on the proceeds in the Trust Account to cover any (which interest shall be net of its Tax obligations taxes payable and up to One Hundred Thousand Dollars ($100,000 100,000.00) of interest on such proceeds to pay dissolution expenses) ), to any portion of the proceeds in the Trust Account. Since May 20, 2025 the SPAC has not released any money from the Trust Account, except in accordance with the Trust Agreement and SPAC Articles. There are no Proceedings Actions (or, or to the Knowledge knowledge of the SPAC, investigations) pending or, to the Knowledge knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC has at least $41,600,000 5,000,000 dollars (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPAC. 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, 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 SPAC SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Stockholders Shareholders who shall have exercised their respective rights to participate in the SPAC Share RedemptionRedemptions, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, SPAC with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Effective Date, the SPAC Buyer has at least two hundred thirty million dollars ($41,600,000 230,000,000) (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash 1940, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure SchedulesBuyer, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC Buyer or the Trustee, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACBuyer. The SPAC Buyer 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, 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 SPAC Buyer SEC Documents to be inaccurate in any material respect or (b) explicitly by their terms, entitle any Person (other than (i) the SPAC Buyer Stockholders who shall have exercised their respective rights to participate in the SPAC Buyer Share RedemptionRedemptions, (ii) the underwriters of the SPACBuyer’s initial public offering, who are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement) and (iii) the SPAC, Buyer with respect to income earned on the proceeds in the Trust Account to cover any of its Tax obligations and up to one hundred thousand dollars ($100,000 100,000) of interest on such proceeds to pay dissolution expenses) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, or to the Knowledge of the SPACBuyer, investigations) pending or, to the Knowledge of the SPACBuyer, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC VSAC has at least $41,600,000 102,718,000 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities, in Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of VSAC and the SPACTrustee, enforceable in accordance with its terms subject to the Enforceability Exceptions. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents Reports to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of Class A Ordinary Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesredemption rights) 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 any Tax obligation, including franchise Tax, owed by VSAC as a result of assets of VSAC or interest or other income earned on the Trust Account and up to $50,000 to pay dissolution expenses, and (B) to redeem Class A Ordinary Shares pursuant to the redemption rights. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPACVSAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC has at least $41,600,000 (the “Trust Amount”) 30,000,000 in the Trust Account, with such funds invested in United States government securities, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust an interest-bearing bank deposit account administered by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against the SPAC. Except as set forth in Section 4.11 a legal, valid and binding obligation of the SPAC Disclosure Schedulesand the Trustee, the enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, or rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trustee, and no such termination, repudiationrepudiation or rescission is contemplated, rescissionand, except as set forth in the SPAC SEC Documents, the Trust Agreement has not been amended, supplemented or modified in any respect, and no further amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or (except for the Trust Agreement) any and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (i) holders of SPAC Public Shares who from and after the SPAC Stockholders who date hereof shall have exercised their respective rights to participate in the SPAC Share Redemption, (ii) the underwriters of the SPAC’s initial public offering, who are entitled to a deferred underwriting discount and (iii) the SPAC, with respect to income 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 expensesShareholder Redemption Rights) 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 SPAC Public Shares pursuant to the exercise of SPAC Shareholder Redemption Rights. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) Actions pending or, to the Knowledge of the SPAC, threatened with respect to the Trust Account.

Trust Account. As of the Execution Datedate of this Agreement, the SPAC Vistas has at least $41,600,000 (the “Trust Amount”) 100,000,000 in the Trust Account, with such funds invested in United States government securities, in money market funds securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or in cash and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is Enforceable against a legal, valid and binding obligation of Vistas and the SPACTrustee, enforceable in accordance with its terms. Except as set forth in Section 4.11 of the SPAC Disclosure Schedules, the The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect by the SPAC or the Trusteerespect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated by the SPACcontemplated. The SPAC is not a party to or bound by any There are no side letters with respect to the Trust Agreement or and (except for the Trust Agreement) any no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (ai) cause the description of the Trust Agreement in the SPAC Vistas SEC Documents to be inaccurate in any material respect or (bii) entitle any Person (other than (ix) the SPAC Stockholders holders of shares of Vistas Class A Common Stock who shall have exercised their respective rights to participate in the SPAC Share a Vistas Shares Redemption, (iiy) the underwriters of the SPAC’s initial public offeringVistas’ IPO, who which are entitled to a deferred underwriting discount the Deferred Discount (as such term is defined in the Trust Agreement), and (iiiz) the SPAC, Vistas with respect to income 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 expensesobligations) to any portion of the proceeds in the Trust Account. There are no Proceedings (or, to the Knowledge of the SPAC, investigations) pending or, to the Knowledge of the SPACVistas, threatened with respect to the Trust Account.