Common use of Trust Fund Waiver Clause in Contracts

Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated October 4, 2007 (the “Prospectus”). The Company understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Parent may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. The Company agrees that the Company does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, on the one hand, and Parent, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Company hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event that the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Parent, whether in the form of money damages or injunctive relief, Parent shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action. This Section 8.1 shall not limit any covenant or agreement of the Parties that by its terms contemplates performance after the Effective Time.

Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated October 4November 29, 2007 (the “Prospectus”). The Company understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Parent may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. The Company agrees that the Company does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, on the one hand, and ParentParent and/or Merger Sub, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Company hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In To the event that extent the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to ParentParent or Merger Sub, which proceeding seeks, in whole or in part, monetary relief against Parent or Merger Sub, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Fund and that such claim shall not permit the Company (or any party claiming on the Company’s behalf or in lieu of the Company) to have any claim against the Trust Fund or the public stockholders of Parent, whether in the form of money damages or injunctive relief, Parent shall be entitled to recover from the Company the associated legal fees and costs in connection with any such actionamounts contained therein. This Section 8.1 shall not limit any covenant or agreement of the Parties that by its terms contemplates performance after the Effective Time.

Trust Fund Waiver. Reference is made to Notwithstanding anything else in this Agreement, the final Investor acknowledges that it has read the Company’s prospectus of Parentdated January 11, dated October 42022, 2007 and understands that the Company has established a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “ProspectusTrust Fund”). The Company understands that, except ) for a portion the benefit of the interest earned on Company’s public shareholders and that the amounts held in the Trust Fund, Parent Company may disburse monies from the Trust Fund only: only (a) to its the Company’s public stockholders shareholders in the event they elect to convert their ordinary shares into cash in accordance with the Company’s amended and restated memorandum and articles of association and/or the liquidation of the redemption of their shares Company or the dissolution and liquidation of Parent, (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. The Company agrees that the Company does not now have, and shall not at any time prior to the Closing have, any claim toafter, or make any claim againstconcurrently with, the Trust Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, on the one hand, and Parent, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Company hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination. The Investor further acknowledges that, if the transactions contemplated by the Business Combination Agreement, or, upon termination of the Business Combination Agreement, another business combination, are not consummated by the Termination Date (as defined in the Business Combination Agreement), or such later date as shall be set forth in an amendment to the Company’s amended and restated memorandum and articles of association for the purpose of extending the date by which the Company must complete a business combination, the Company will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Investor, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against the Company to collect from the Trust Fund any monies that may be owed to them by the Company for any reason whatsoever, including but not limited to a breach of this Agreement by the Company or any negotiations, agreements or understandings with the Company (whether in the past, present or future), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event that the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Fund or at any time for any reason whatsoever. This paragraph will survive the public stockholders termination of Parentthis Agreement for any reason, whether in but, notwithstanding anything set forth herein, will not limit the form rights of money damages or injunctive relief, Parent shall be entitled to recover from the Company or its shareholders at or following the associated legal fees and costs in connection with any such action. This Section 8.1 shall not limit any covenant or agreement date of the Parties that by its terms contemplates performance after closing of the Effective TimeBusiness Combination.

Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated October 4July 28, 2007 2005 (the “Prospectus”). The , Company understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Parent may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, (b) to Parent and the underwriters listed in the Prospectus Maxim Group LLC (with respect to such underwriters’ Maxim Group LLC’s deferred underwriting compensation only) after Parent consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. The Company agrees that that, notwithstanding any other provision contained in this Agreement (including the termination provisions of this Article VII), Company does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund or any asset contained thereinFund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, on the one hand, and Parent, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to in this Section 7.3 as the “Claims”). The Notwithstanding any other provision contained in this Agreement, Company hereby irrevocably waives any and all claims it Claim they may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event that the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Parent, whether in the form of money damages or injunctive relief, Parent shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action. This Section 8.1 shall not limit any covenant , in the event Parent prevails in such action or agreement of the Parties that by its terms contemplates performance after the Effective Timeproceeding.

Trust Fund Waiver. Reference is made to the final prospectus of Parentthe Company, dated October 4January 30, 2007 2008 (the “Prospectus”). The Company has advised and Credit Suisse understands that, except for a portion of the interest earned on the amounts held in the trust account at XX Xxxxxx Xxxxx Bank (the “Trust Fund”), Parent held in trust by American Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement dated as of January 30, 2008 between the Company and the Trustee, the Company may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parentthe Company, (b) to Parent the Company and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent the Company consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent the Company completes a business combination. The Company Credit Suisse agrees that the Company that, notwithstanding any other provision contained in this Agreement, it does not now have, and shall not at any time prior to the Closing consummation of a business combination or Transaction have, any claim to, or make any claim against, the Trust Fund or any asset contained therein, regardless of whether such claim that arises as a result of, in connection with or relating in any way relating to, this agreement (any and all such claims against the Trust Fund are collectively referred to in this paragraph 9 as the “Claims”); provided, however, upon the consummation of a business relationship between the Companycombination or Transaction, on the one hand, and Parent, on the other hand, this Agreement, or Credit Suisse shall be permitted to pursue a Claim. Notwithstanding any other agreement or any other matterprovision contained in this agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Company Credit Suisse hereby irrevocably waives any and all claims Claim against the Trust Fund it may have, now or in the future (in each case, however, prior to the consummation of a business combinationcombination or Transaction), and will not seek recourse against, against the Trust Fund for any reason whatsoever in respect thereof. In the event that the Company Credit Suisse commences any action or proceeding in respect of a Claim against the Trust Fund prior to consummation of a business combination or Transaction based upon, in connection with, relating to or arising out of any matter relating to Parentthe Company, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of ParentFund, whether in the form of money damages or injunctive relief, Parent the Company shall be entitled to recover from the Company Credit Suisse the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding. This Section 8.1 shall not limit For avoidance of doubt, nothing herein affects Credit Suisse’s ability to pursue any covenant or agreement claims in connection with its status as a holder of the Parties that by its terms contemplates performance after the Effective TimeCompany’s units, shares or warrants.

Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated October 4, 2007 (the “Prospectus”). The Company understands Purchaser acknowledges that, except for a portion of the interest earned on the amounts held in the Trust FundAccount to which the Company is entitled to, Parent held in trust by the Trustee pursuant to the Trust Agreement, the Company or the Subsidiaries may disburse monies from the Trust Fund Account only: (a) to its the Company’s public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parentthe Company, (b) to Parent the Company (or the Subsidiaries) and the underwriters listed in the Prospectus Deutsche Bank Securities Inc. (with respect to such underwriters’ Deutsche Bank Securities Inc.’s deferred underwriting compensation only) after Parent the Company consummates a business combination Business Combination (as described defined in the ProspectusCompany’s certificate of incorporation as amended to date) or (c) as consideration to the sellers of a target business with which Parent the Company completes a business combination, all in accordance with the Company’s certificate of incorporation, as amended to date, and the Trust Agreement. The Company Purchaser agrees that that, notwithstanding anything to the Company contrary in the Transaction Documents, it does not now have, and shall not at any time prior to the Closing have, any rights, title, interest or claim of any kind in or to, or make any claim of any kind against, monies held in the Trust Fund or any asset contained thereinAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the CompanyPurchaser, on the one hand, and Parentthe Company, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to in this Section 4.11 as the “Trust Claims”). The Company Notwithstanding anything to the contrary in the Transaction Documents, the Purchaser hereby irrevocably waives any and all claims Trust Claim it may have, now or in the future (in each case, however, prior to the consummation of a business combination)future, and will not seek recourse against, the Trust Fund Account for any reason whatsoever in respect thereof. In the event that the Company Purchaser commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parentthe Company, which proceeding seeks, in whole or in part, relief against the Trust Fund Account or the public stockholders of ParentCompany for money damages, whether in the form of money damages or injunctive relief, Parent Company shall be entitled to recover from the Company Purchaser the associated legal fees and costs in connection with any such action. This Section 8.1 shall not limit any covenant , in the event the Company prevails in such action or agreement of the Parties that by its terms contemplates performance after the Effective Timeproceeding.