Common use of Trust Waiver Clause in Contracts

Trust Waiver. Prospect’s initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect may disburse monies from the Trust Fund only: (a) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, 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 Seller, on the one hand, and Prospect, 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. Seller 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 Seller commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospect, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Trust Waiver. ProspectThe Company hereby acknowledges that BPW is a recently organized blank check company formed for the purpose of engaging in a acquiring one or more businesses or assets (a “Transaction”). The Company further acknowledges that BPW’s initial public offering was consummated on November 14, 2007 as a result sole assets consist of which it received net the cash proceeds of $247 million which are held the IPO and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust fund established by Prospect the Trust Account for the benefit of BPW, certain of its public stockholders (and the “Trust Fund”)underwriters of its IPO. The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held monies in the Trust Fund, Prospect Account may disburse monies from the Trust Fund only: be disbursed only (ai) to Prospect BPW in limited amounts from time to time (and and, subject to the last sentence of this Section 6.12, in no event more than $2,750,000 4,500,000 in total) in order to permit Prospect BPW to pay its operating expenses; (bii) if Prospect BPW completes a Business CombinationTransaction, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and and, subject to the last sentence of this Section 6.12, then to ProspectBPW; and (ciii) if Prospect BPW fails to complete a Business Combination Transaction within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust AgreementAccount, to Prospect BPW in limited amounts to permit Prospect BPW to pay the costs and expenses of its liquidation and dissolution, and then to ProspectBPW’s public stockholders (as such term is defined in the Trust Account Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect Subject to the Aggregate Purchase Price last sentence of this Section 6.12, for and in consideration of BPW’s agreement to be paid to Seller in connection with enter into this Agreement, the Company, Merger Sub and each of the Company Stockholders hereby waives any right, title, interest or claim to, of any kind it has or make may have in the future in or to any claim against, monies in the Trust Fund Account and agrees not to seek recourse (whether directly or indirectly) against the Trust Account or any asset contained therein, regardless of whether such claim arises funds distributed therefrom (except amounts released to BPW as described in clauses (i) or (ii) above) as a result of, in connection with or relating in arising out of, any way toclaims against BPW or otherwise arising under this Agreement or otherwise. BPW has executed and delivered to the Trust Agent an irrevocable instruction providing that, the business relationship between Seller, on the one hand, and Prospect, 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. Seller hereby irrevocably waives any and all claims it may have, now or in the future event that (in each case, however, prior to the consummation of a) BPW shall have consummated a Business Combination, and (b) the Termination Fee and/or the Expenses incurred by the Company up to the Maximum Expense Amount (together with any documented expenses associated with the recovery of such amounts to the extent payable under Section 8.2(e)) shall have become due and payable by BPW to the Company under Section 8.2(c) and, to the extent applicable, under Section 8.2(e), and will in each such case shall not seek recourse againsthave been previously paid, the Trust Fund for any reason whatsoever in respect thereof. In Agent shall be irrevocably instructed to deliver and shall deliver from the event Seller commences any action or proceeding based uponTrust Account, in connection with, relating to or arising out the manner of any matter relating to Prospect, which proceeding seeks, priority set forth in whole or in part, relief against the Trust Fund or Account Agreement but prior to any distribution to BPW, to an account designated by the public stockholders Company, immediately available funds in an amount equal to any previously unpaid portion of Prospect, whether in such Termination Fee and/or the form of money damages or injunctive relief, Prospect shall be entitled Expenses incurred by the Company up to recover from Seller the associated legal fees and costs in connection Maximum Expense Amount (together with any documented expenses associated with the recovery of such actionamounts to the extent payable under Section 8.2(e)).

Trust Waiver. Prospect’s Reference is made to the final prospectus of the Company, filed with the SEC (File No. 333-249856) (the “Prospectus”) and dated as of December 1, 2020 (the “Effective Date”). The Subscriber warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering was consummated on November 14(the “IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect with interest accrued from time to time thereon, the “Trust Fund”) for the benefit of its the Company’s public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “TrusteePublic Stockholders”) pursuant to and certain parties (including the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion underwriters of the interest earned on IPO) and that the amounts held in the Trust Fund, Prospect Company may disburse monies from the Trust Fund only: (a) to Prospect the Public Stockholders in limited amounts from time the event they elect to time (and redeem shares of Acquiror Class A Common Stock in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; connection with the Closing, (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in Public Stockholders if the amount Company fails to consummate the transactions contemplated by the Merger Agreement or another business combination within twenty-four (24) months from the closing of underwriting discounts and commissions they earned in the IPO but whose payment they have deferredIPO, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within any interest earned on the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined held in the Trust Agreement)Fund necessary to pay any taxes or (d) to the Company after or concurrently with the Closing or the consummation of another business combination. Seller The Subscriber hereby agrees that it does not now have, and shall not at any time havehereafter have any right, other than with respect title, interest or claim of any kind in or to any monies in the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toTrust Fund or distributions therefrom, or make any claim against, the Trust Fund or any asset contained thereinFund, regardless of whether to the extent such claim arises as a result of, in connection with or relating in any way to, the to any proposed or actual business relationship between Seller, on the one hand, Company and Prospect, on the other handSubscriber, this Agreement, or any other agreement Subscription 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 hereafter as the “Claims”). Seller The Subscriber hereby irrevocably waives any and all claims Claims it may have, have against the Trust Fund (including any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior any negotiations, contracts or agreements with respect to the consummation of a Business Combination), this Subscription Agreement and will not seek recourse against, against the Trust Fund (including any distributions therefrom) for any reason whatsoever in (including, without limitation, for an alleged breach of this Subscription Agreement) with respect thereofthereto. In The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the event Seller Company to induce it to enter into this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectthe Company, which proceeding seeks, in whole or in part, monetary relief against the Company, the Subscriber 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 Subscriber (or any party claiming on the Subscriber’s behalf or in lieu of the Subscriber) to have any claim against the Trust Fund (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund (including any distributions therefrom) or the public stockholders of ProspectPublic Stockholders, whether in the form of money damages or injunctive relief, Prospect the Company shall be entitled to recover from Seller the Subscriber the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding. Notwithstanding anything to the contrary contained herein, the provisions of this Section 9 shall not affect the rights of the Subscriber, if applicable, in its capacity as a Public Stockholder to receive distributions from the Trust Fund paid to Public Stockholders in accordance with the Company’s organizational documents and the Prospectus.

Trust Waiver. Prospect’s Investor hereby represents and warrants that it has read the final prospectus of the SPAC, dated as of March 15, 2021 and filed with the SEC on March 17, 2021 (the “SPAC Prospectus”),and understands that the SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders (the “Trust FundPublic Stockholders”). The , and that, except as otherwise described in the SPAC Prospectus, the SPAC may disburse monies from the Trust Fund Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the SPAC’s initial business combination (as such term is invested used in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company the SPAC Prospectus) (the “TrusteeBusiness Combination”) pursuant or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Investment Management Trust Account Agreement, dated Public Stockholders if the SPAC fails to consummate a Business Combination within 24 months after the closing of the IPO (as of November 14, 2007 (such date may be extended by amendment to the “Trust Agreement”SPAC’s organizational documents), between Prospect and Trustee. Seller understands that, except for a portion of the (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (ad) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the SPAC entering into this Agreement, to certain dissenting public stockholdersand for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees that notwithstanding anything to the underwriters contrary contained in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it Investor does not now have, and shall not at any time hereafter have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreementand waives any and all right, any claim totitle and interest, or make any claim against, claims of any kind it has or may have in the Trust Fund or any asset contained therein, regardless of whether such claim arises future as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, on the other handarising out of, this Agreement, the transactions contemplated hereby or the Subject Securities, in or to any monies held in the Trust Account (or any other agreement distributions therefrom directly or any other matterindirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subject Securities, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Seller hereby irrevocably waives any and all claims it may have, now or in To 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 Seller extent Investor commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to Prospectof, this Agreement, the transactions contemplated hereby or the Subject Securities, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives (as defined below), Investor hereby acknowledges and agrees that Investor’s sole remedy shall be against funds held outside of the Trust Fund Account (other than Public Distributions) and that such claim shall not permit Investor (or any person claiming on its behalf or in lieu of any of it) to have any claim against the public Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 2.3 to the contrary, nothing herein shall (x) serve to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that Investor may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the SPAC (excluding, for the avoidance of doubt, funds released to redeeming stockholders of Prospect, whether in the form of money damages SPAC) and any assets that have been purchased or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection acquired with any such actionfunds), or (z) be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including to any redemption right with respect to any such securities of the SPAC. For purposes of this Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Waiver. ProspectHACI’s initial public offering was consummated on November 14October 3, 2007 as a result of which it received net proceeds of $247 529.1 million which are held in a trust fund established by Prospect HACI for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities Treasury Bills with a maturity with a maturity of 180 days or less in a trust account at JPMorgan Chase Bank, NA N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14September 27, 2007 (the “Trust Agreement”)2007, between Prospect HACI and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect HACI may disburse monies from the Trust Fund only: (ai) to Prospect HACI in limited amounts from time to time (and in no event more than $2,750,000 6,555,000 in total) in order to permit Prospect HACI to pay its operating expenses; (bii) if Prospect HACI completes a Business Combinationan initial business combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO HACI’s initial public offering but whose payment they have deferred, and then to ProspectHACI; and (ciii) if Prospect HACI fails to complete a Business Combination an initial business combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust AgreementFund, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to ProspectHACI’s public stockholders (as such term is defined in the agreement governing the Trust AgreementFund). Seller agrees that that, notwithstanding any other provision contained in this Agreement, it does not now have, and shall not at any time have, other than with respect prior to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, consummation of the Acquisition have any claim to, or make any claim against, the Trust Fund arising out of or any asset contained therein, regardless of whether such claim arises as a result of, in connection with this Agreement or relating in any way tothe Acquisition, the business relationship between Seller, on the one hand, and Prospect, 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 16 as the “Claims”). Seller hereby irrevocably waives any and all claims Claim it may have, now or in the future (in each case, however, prior to the consummation of a Business Combination)arising under this Agreement or otherwise, and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereofthereof other than any amount constituting the Aggregate Purchase Price that is payable in accordance with the terms of this Agreement. In This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of Seller, and shall be binding on its subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors, all other associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. Seller acknowledges that it benefits from this Agreement and that HACI is entering into this Agreement upon reliance on this Section 16. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement; in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to ProspectHACI, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of ProspectHACI, whether in the form of money damages or injunctive relief, Prospect HACI shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Trust Waiver. Prospect’s initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect may disburse monies from the Trust Fund only: (a) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, 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 Seller, on the one hand, and Prospect, 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. Seller 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 Seller commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospect, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action where Prospect has been found by a court or adjudicatory body of competent jurisdiction to have no liability in such action.

Trust Waiver. Prospect’s Reference is made to the final prospectus of the Purchaser, dated as of October 20, 2021 (File Nos. 333-257861) (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that the Purchaser has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established (the “IPO”) and the overallotment shares acquired by Prospect its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the Purchaser’s public stockholders shareholders (including overallotment shares acquired by the Purchaser’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their the Purchaser shares in connection with the consummation of the Purchaser’s initial business combination (as such term is used in the Prospectus) (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “TrusteeBusiness Combination”) pursuant or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Investment Management Trust Account Agreement, dated as of November 14, 2007 Public Shareholders if the Purchaser fails to consummate a Business Combination within twenty-four (24) months after the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion closing of the IPO, which has been extended to July 25, 2024 and is subject to further extension in accordance with the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any taxes or (ad) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes the Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Purchaser entering into this Agreement and discussions with the Company regarding the possible Transaction (which may include a Business Combination), to certain dissenting public stockholdersand for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the underwriters contrary in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay neither the costs and expenses Company nor any of its liquidation and dissolutionaffiliates do now or shall at any time hereafter have any right, and then title, interest or claim of any kind in or to Prospect’s public stockholders (as such term is defined any monies in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toAccount or distributions therefrom, or make any claim against, against the Trust Fund or Account (including any asset contained thereindistributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the this Agreement or any proposed or actual business relationship between Sellerthe Purchaser or its Representatives, on the one hand, and Prospectthe Company or its Representatives, 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 (collectively, the “Released Claims”). Seller The Company on behalf of itself and its affiliates hereby irrevocably waives any and all claims it Released Claims that the Company or any of its affiliates may have, have against the Trust Account (including any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements with the consummation of a Business Combination), Purchaser or its Representatives and will not seek recourse against, against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever in respect thereof(including for an alleged breach of this Agreement or any other agreement with the Purchaser or its affiliates). In The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the event Seller Purchaser and its affiliates to induce the Purchaser to enter into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its affiliates under applicable law. To the extent the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectthe Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Company or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Fund Account (including any distributions therefrom) or the public stockholders of ProspectPublic Shareholders, whether in the form of money damages or injunctive relief, Prospect the Purchaser and its Representatives, as applicable, shall be entitled to recover from Seller the Company and its affiliates the associated legal fees and costs in connection with any such action, in the event the Purchaser or its Representatives, as applicable, prevails in such action or proceeding.

Trust Waiver. Prospect’s Reference is made to the final prospectus of the SPAC, dated as of September 28, 2021 and filed with the SEC (File No. 333-254062) on September 30, 2021 (the “Prospectus”). The Investor hereby represents and warrants that it has read the Prospectus and understands that the SPAC has established a trust account in connection with its initial public offering was consummated on November 14, 2007 as a result of which it received net (the “Trust Account”) containing the proceeds of $247 million which are held in a trust fund established the initial public offering and the overallotment securities acquired by Prospect its underwriters and from certain private placements occurring simultaneously with the initial public offering (including without limitation interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders (including without limitation overallotment shares acquired by the SPAC’s underwriters, the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust AgreementPublic Stockholders”), between Prospect and Trustee. Seller understands that, except for as otherwise described in the Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC shares in connection with the consummation of a portion De-SPAC Closing or in connection with an extension of its deadline to consummate a De-SPAC Closing, (b) to the Public Stockholders if the SPAC fails to consummate a De-SPAC Closing by January 10, 2024, subject to extension by an amendment to the SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any franchise or income taxes or (ad) to Prospect in limited amounts from time to time (the SPAC after or concurrently with the consummation of a De-SPAC Closing. For and in no event more than $2,750,000 in total) in order to permit Prospect to pay consideration of the SPAC and the Sponsor entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of itself and its operating expenses; (b) if Prospect completes a Business Combinationaffiliates that, to certain dissenting public stockholders, notwithstanding anything to the underwriters contrary in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses neither it nor any of its liquidation and dissolutionaffiliates do now or shall at any time hereafter have any right, and then title, interest or claim of any kind in or to Prospect’s public stockholders (as such term is defined any monies in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toAccount or distributions therefrom, or make any claim against, against the Trust Fund or Account (including without any asset contained thereinlimitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the this Agreement or any proposed or actual business relationship between Sellerthe SPAC or its representatives, on the one hand, and Prospectthe Investor or its representatives, 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, except as expressly provided in any future definitive transaction document between the SPAC and the Investor or to the extent the SPAC completes a De-SPAC Closing and funds are released to the SPAC from the Trust Account in accordance with the terms of the trust agreement (collectively, the “Released Claims”). Seller The Investor on behalf of itself and its affiliates hereby irrevocably waives any and all claims Released Claims that it or any of its affiliates may have, have against the Trust Account (including without limitation any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements with the consummation of a Business Combination), SPAC or its representatives and will not seek recourse against, against the Trust Fund Account (including without limitation any distributions therefrom) for any reason whatsoever in respect thereof(including without limitation for an alleged breach of this Agreement or any other agreement with the SPAC or its affiliates). In The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the event Seller SPAC, the Sponsor and their respective affiliates to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent the Investor and its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectany Released Claims, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its representatives, the Investor hereby acknowledges and agrees that the sole remedy of the Investor and its affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor and its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in part, relief against the Trust Fund Account (including without limitation any distributions therefrom) or the public stockholders of ProspectPublic Stockholders, whether in the form of money damages or injunctive relief, Prospect the Sponsor, the SPAC and their respective representatives, as applicable, shall be entitled to recover from Seller the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Sponsor, the SPAC or their respective representatives, as applicable, prevails in such action or proceeding. This provision shall not be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.

Trust Waiver. Prospect’s initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect may disburse monies from the Trust Fund only: (a) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c3) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it does not now have, and and,(10) shall not at any time have, other than with respect to causes of action related to the obligation of Prospect to pay the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, 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 Seller, on the one hand, and Prospect, 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. Seller 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 Seller commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospect, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Trust Waiver. ProspectAAMAC’s initial public offering was consummated on November 14August 7, 2007 as a result of which it received net proceeds of $247 million 397,560,377 which are held in a trust fund established by Prospect AAMAC for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA Citi Global Markets Private Bank and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14August 1, 2007 (the “Trust Agreement”)2007, between Prospect AAMAC and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect AAMAC may disburse monies from the Trust Fund only: (a) to Prospect its public stockholders in limited amounts from time to time (the event of the conversion of their shares or the dissolution and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; liquidation of AAMAC, (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to AAMAC and the underwriters listed in AAMAC’s prospectus on form S-1 dated July 27, 2007 (the “Prospectus”) (with respect to such underwriters’ deferred underwriting compensation only) after AAMAC consummates a business combination (as described in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and Prospectus) or (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject as consideration to the terms sellers of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement)a target business with which AAMAC completes a business combination. Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, 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 Seller, on the one hand, and Prospectthe AAMAC, 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. Seller 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 Combinationbusiness combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event Seller commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to ProspectAAMAC, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of ProspectAAMAC, whether in the form of money damages or injunctive relief, Prospect AAMAC shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Trust Waiver. ProspectStockholder hereby acknowledges that BPW is a recently organized blank check company formed for the purpose of engaging in a acquiring one or more businesses or assets (a “Transaction”). Stockholder further acknowledges that BPW’s sole assets consist of the cash proceeds of the initial public offering was consummated on November 14of BPW (the “IPO”) and private placements of its securities, 2007 as a result and that substantially all of which it received net those proceeds of $247 million which are held have been deposited in a trust fund established by Prospect account with a third party (the “Trust Account”) for the benefit of BPW, certain of its public stockholders (and the “Trust Fund”)underwriters of its IPO. The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held monies in the Trust Fund, Prospect Account may disburse monies from the Trust Fund only: be disbursed only (ai) to Prospect BPW in limited amounts from time to time (and in no event more than $2,750,000 4,500,000 in total) in order to permit Prospect BPW to pay its operating expenses; (bii) if Prospect BPW completes a Business Combinationan Transaction, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to ProspectBPW; and (ciii) if Prospect BPW fails to complete a Business Combination Transaction within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust AgreementAccount, to Prospect BPW in limited amounts to permit Prospect BPW to pay the costs and expenses of its liquidation and dissolution, and then to ProspectBPW’s public stockholders (as such term is defined in the agreement governing the Trust AgreementAccount). Seller agrees that it does not now have, For and shall not at any time have, other than with respect in consideration of BPW’s agreement to the Aggregate Purchase Price to be paid to Seller in connection with enter into this Agreement, the Merger Agreement and the other Ancillary Agreements, A (USA), A and each of their respective stockholders hereby waive any right, title, interest or claim to, of any kind it has or make may have in the future in or to any claim against, monies in the Trust Fund Account and agree not to seek recourse (whether directly or indirectly) against the Trust Account or any asset contained therein, regardless of whether such claim arises funds distributed therefrom (except amounts released to BPW as described in clause (i) above) as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, 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. Seller 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 Seller commences any action or proceeding based upon, in connection with, relating to or arising out of of, any matter relating to Prospect, which proceeding seeks, in whole claims against BPW or in part, relief against the Trust Fund otherwise arising under this Agreement or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such actionotherwise.

Trust Waiver. Prospect’s initial The Halcyon Parties and the Halcyon Representative, on behalf of the other Halcyon Entities, hereby acknowledges that AAMAC is a recently organized blank check company formed for the purpose of acquiring (an "Initial Business Combination") one or more businesses or assets. The Halcyon Parties and the Halcyon Representative, on behalf of the other Halcyon Entities, further acknowledges that AAMAC's sole assets consist of the cash proceeds of the recent public offering was consummated on November 14(the "IPO") and private placements of its securities, 2007 as a result and that substantially all of which it received net those proceeds of $247 million which are held have been deposited in a trust fund established by Prospect account with a third party (the "Trust Account") for the benefit of AAMAC, certain of its public stockholders (and the “Trust Fund”)underwriters of its IPO. The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held monies in the Trust Fund, Prospect Account may disburse monies from the Trust Fund only: be disbursed only (ai) to Prospect AAMAC in limited amounts from time to time (and in no event more than $2,750,000 3,500,000 in total) in order to permit Prospect AAMAC to pay its operating expenses; (bii) if Prospect AAMAC completes a an Initial Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferredDeferred Underwriting Fees, and then to ProspectAAMAC; and (ciii) if Prospect AAMAC fails to complete a an Initial Business Combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust AgreementAccount, to Prospect AAMAC in limited amounts to permit Prospect AAMAC to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s AAMAC's public stockholders (as such term is defined in the agreement governing the Trust AgreementAccount). Seller agrees that it does not now have, For and shall not at any time have, other than with respect in consideration of AAMAC's agreement to the Aggregate Purchase Price to be paid to Seller in connection with enter into this Agreement, the Halcyon Parties and the Halcyon Representative, on behalf of the other Halcyon Entities, hereby waives any right, title, interest or claim to, of any kind (any "Claim") it has or make may have in the future in or to any claim against, monies in the Trust Fund Account and agrees not to seek recourse against the Trust Account or any asset contained therein, regardless of whether such claim arises funds distributed therefrom (except amounts released to AAMAC as described in clause (i) above) as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, 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. Seller 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 Seller commences any action or proceeding based upon, in connection with, relating to or arising out of of, any matter relating to Prospect, which proceeding seeks, in whole Claims against AAMAC or in part, relief against the Trust Fund otherwise arising under this Agreement or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such actionotherwise.

Trust Waiver. Prospect’s Reference is made to the final prospectus of the SPAC, dated as of September 28, 2021 and filed with the SEC (File No. 333-254062) on September 30, 2021 (the “Prospectus”). The Investor hereby represents and warrants that it has read the Prospectus and understands that the SPAC has established a trust account in connection with its initial public offering was consummated on November 14, 2007 as a result of which it received net (the “Trust Account”) containing the proceeds of $247 million which are held in a trust fund established the initial public offering and the overallotment securities acquired by Prospect its underwriters and from certain private placements occurring simultaneously with the initial public offering (including without limitation interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders (including without limitation overallotment shares acquired by the SPAC’s underwriters, the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust AgreementPublic Stockholders”), between Prospect and Trustee. Seller understands that, except for as otherwise described in the Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC shares in connection with the consummation of a portion De-SPAC Closing or in connection with an extension of its deadline to consummate a De-SPAC Closing, (b) to the Public Stockholders if the SPAC fails to consummate a De-SPAC Closing by September 30, 2024, subject to extension by an amendment to the SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any franchise or income taxes or (ad) to Prospect in limited amounts from time to time (the SPAC after or concurrently with the consummation of a De-SPAC Closing. For and in no event more than $2,750,000 in total) in order to permit Prospect to pay consideration of the SPAC and the Sponsor entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of itself and its operating expenses; (b) if Prospect completes a Business Combinationaffiliates that, to certain dissenting public stockholders, notwithstanding anything to the underwriters contrary in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses neither it nor any of its liquidation and dissolutionaffiliates do now or shall at any time hereafter have any right, and then title, interest or claim of any kind in or to Prospect’s public stockholders (as such term is defined any monies in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toAccount or distributions therefrom, or make any claim against, against the Trust Fund or Account (including without any asset contained thereinlimitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the this Agreement or any proposed or actual business relationship between Sellerthe SPAC or its representatives, on the one hand, and Prospectthe Investor or its representatives, 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, except as expressly provided in any future definitive transaction document between the SPAC and the Investor or to the extent the SPAC completes a De-SPAC Closing and funds are released to the SPAC from the Trust Account in accordance with the terms of the trust agreement (collectively, the “Released Claims”); provided, however, that nothing in this Section 2.3 shall (a) serve to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal relief against assets outside the Trust Account, for specific performance or other relief, (b) serve to limit or prohibit any claims that Investor may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with such funds, but excluding funds released from the Trust Account to Public Stockholders who exercised redemption rights with respect to their SPAC shares or in connection with the liquidation of the SPAC), or (c) be deemed to limit Investor’s right, title, interest, or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of SPAC shares acquired by any means other than pursuant to (x) this Agreement, (y) that certain Subscription Agreement, dated as of October 13, 2023, among Investor, the SPAC, the Sponsor and Xxxxxxxx Capital Group LLC and (z) that certain Subscription Agreement, dated as of August 5, 2021, as amended by that certain Amendment No. Seller 1 to Subscription Agreement, dated as of September 7, 2021, among Investor, the SPAC and the Sponsor. The Investor, on behalf of itself and its affiliates, hereby irrevocably waives any and all claims Released Claims that it or any of its affiliates may have, have against the Trust Account (including without limitation any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements with the consummation of a Business Combination), SPAC or its representatives and will not seek recourse against, against the Trust Fund Account (including without limitation any distributions therefrom) for any reason whatsoever (including without limitation for an alleged breach of this Agreement or any other agreement with the SPAC or its affiliates), subject to the same proviso included in respect thereofthe immediately preceding sentence. In The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the event Seller SPAC, the Sponsor and their respective affiliates to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent the Investor and its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectany Released Claims, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its representatives, the Investor hereby acknowledges and agrees that the sole remedy of the Investor and its affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor and its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in part, relief against the Trust Fund Account (including without limitation any distributions therefrom) or the public stockholders of ProspectPublic Stockholders, whether in the form of money damages or injunctive relief, Prospect the Sponsor, the SPAC and their respective representatives, as applicable, shall be entitled to recover from Seller the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Sponsor, the SPAC or their respective representatives, as applicable, prevails in such action or proceeding. This provision shall not be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.

Trust Waiver. Prospect’s Investor hereby represents and warrants that it has read the final prospectus of the SPAC, dated as of March 15, 2021 and filed with the SEC on March 17, 2021 (the "SPAC Prospectus"),and understands that the SPAC has established a trust account (the "Trust Account") containing the proceeds of its initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect (the "IPO") and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the SPAC's public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”"Public Stockholders"), between Prospect and Trustee. Seller understands that, except for a portion as otherwise described in the SPAC Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the SPAC's initial business combination (as such term is used in the SPAC Prospectus) (the "Business Combination") or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the SPAC fails to consummate a Business Combination within 24 months after the closing of the IPO (as such date may be extended by amendment to the SPAC's organizational documents), (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (ad) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the SPAC entering into this Agreement, to certain dissenting public stockholdersand for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees that notwithstanding anything to the underwriters contrary contained in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it Investor does not now have, and shall not at any time hereafter have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreementand waives any and all right, any claim totitle and interest, or make any claim against, claims of any kind it has or may have in the Trust Fund or any asset contained therein, regardless of whether such claim arises future as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, on the other handarising out of, this Agreement, the transactions contemplated hereby or the Subject Securities, in or to any monies held in the Trust Account (or any other agreement distributions therefrom directly or any other matterindirectly to Public Stockholders ("Public Distributions")), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subject Securities, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Seller hereby irrevocably waives any and all claims it may have, now or in To 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 Seller extent Investor commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to Prospectof, this Agreement, the transactions contemplated hereby or the Subject Securities, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives (as defined below), Investor hereby acknowledges and agrees that Investor's sole remedy shall be against funds held outside of the Trust Fund Account (other than Public Distributions) and that such claim shall not permit Investor (or any person claiming on its behalf or in lieu of any of it) to have any claim against the public Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 2.3 to the contrary, nothing herein shall (x) serve to limit or prohibit Investor's right to pursue a claim against the SPAC for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that Investor may have in the future against the SPAC's assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the SPAC (excluding, for the avoidance of doubt, funds released to redeeming stockholders of Prospect, whether in the form of money damages SPAC) and any assets that have been purchased or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection acquired with any such actionfunds), or (z) be deemed to limit Investor's right, title, interest or claim to the Trust Account by virtue of Investor's record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including to any redemption right with respect to any such securities of the SPAC. For purposes of this Agreement, "Representatives" with respect to any person shall mean such person's affiliates and its and its affiliate's respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Waiver. Prospect’s Investor hereby represents and warrants that it has read the final prospectus of the SPAC, dated as of March 15, 2021 and filed with the SEC on March 17, 2021 (the “SPAC Prospectus”),and understands that the SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders (the “Trust FundPublic Stockholders”). The , and that, except as otherwise described in the SPAC Prospectus, the SPAC may disburse monies from the Trust Fund Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the SPAC’s initial business combination (as such term is invested used in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company the SPAC Prospectus) (the “TrusteeBusiness Combination”) pursuant or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Investment Management Trust Account Agreement, dated Public Stockholders if the SPAC fails to consummate a Business Combination within 24 months after the closing of the IPO (as of November 14, 2007 (such date may be extended by amendment to the “Trust Agreement”SPAC’s organizational documents), between Prospect and Trustee. Seller understands that, except for a portion of the (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (ad) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the SPAC entering into this Agreement, to certain dissenting public stockholdersand for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees that notwithstanding anything to the underwriters contrary contained in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it Investor does not now have, and shall not at any time hereafter have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreementand waives any and all right, any claim totitle and interest, or make any claim against, claims of any kind it has or may have in the Trust Fund or any asset contained therein, regardless of whether such claim arises future as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, on the other handarising out of, this Agreement, the transactions contemplated hereby or the Subject Securities, in or to any monies held in the Trust Account (or any other agreement distributions therefrom directly or any other matterindirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subject Securities, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Seller hereby irrevocably waives any and all claims it may have, now or in To 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 Seller extent Investor commences any action or proceeding based upon, in connection with, relating to as a result of or arising out of any matter relating to Prospectof, this Agreement, the transactions contemplated hereby or the Subject Securities, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives (as defined below), Investor hereby acknowledges and agrees that Investor’s sole remedy shall be against funds held outside of the Trust Fund Account (other than Public Distributions) and that such claim shall not permit Investor (or any person claiming on its behalf or in lieu of any of it) to have any claim against the public Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 3.3 to the contrary, nothing herein shall (x) serve to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that Investor may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the SPAC (excluding, for the avoidance of doubt, funds released to redeeming stockholders of Prospect, whether in the form of money damages SPAC) and any assets that have been purchased or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection acquired with any such actionfunds), or (z) be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including to any redemption right with respect to any such securities of the SPAC. For purposes of this Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

Trust Waiver. Prospect’s initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect may disburse monies from the Trust Fund only: (a) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholdersstockholders or stockholders who have entered into agreements similar to this Agreement, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, 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 Seller, on the one hand, and Prospect, 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. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller 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 other reason whatsoever in respect thereof. In Other than with respect to an action for recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospect, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Trust Waiver. ProspectStockholder hereby acknowledges that BPW is a recently organized blank check company formed for the purpose of engaging in a acquiring one or more businesses or assets (a “Transaction”). Stockholder further acknowledges that BPW’s sole assets consist of the cash proceeds of the initial public offering was consummated on November 14of BPW (the “IPO”) and private placements of its securities, 2007 as a result and that substantially all of which it received net those proceeds of $247 million which are held have been deposited in a trust fund established by Prospect account with a third party (the “Trust Account”) for the benefit of BPW, certain of its public stockholders (and the “Trust Fund”)underwriters of its IPO. The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held monies in the Trust Fund, Prospect Account may disburse monies from the Trust Fund only: be disbursed only (ai) to Prospect BPW in limited amounts from time to time (and in no event more than $2,750,000 4,500,000 in total) in order to permit Prospect BPW to pay its operating expenses; (bii) if Prospect BPW completes a Business CombinationTransaction, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to ProspectBPW; and (ciii) if Prospect BPW fails to complete a Business Combination Transaction within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust AgreementAccount, to Prospect BPW in limited amounts to permit Prospect BPW to pay the costs and expenses of its liquidation and dissolution, and then to ProspectBPW’s public stockholders (as such term is defined in the agreement governing the Trust AgreementAccount). Seller agrees that it does not now have, For and shall not at any time have, other than with respect in consideration of BPW’s agreement to the Aggregate Purchase Price to be paid to Seller in connection with enter into this Agreement, the Merger Agreement and the other Ancillary Agreements, A (USA), A and each of their respective stockholders hereby waive any right, title, interest or claim to, of any kind it has or make may have in the future in or to any claim against, monies in the Trust Fund Account and agree not to seek recourse (whether directly or indirectly) against the Trust Account or any asset contained therein, regardless of whether such claim arises funds distributed therefrom (except amounts released to BPW as described in clause (i) above) as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, 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. Seller 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 Seller commences any action or proceeding based upon, in connection with, relating to or arising out of of, any matter relating to Prospect, which proceeding seeks, in whole claims against BPW or in part, relief against the Trust Fund otherwise arising under this Agreement or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such actionotherwise.

Trust Waiver. ProspectHACI’s initial public offering was consummated on November 14October 3, 2007 as a result of which it received net proceeds of $247 529.1 million which are held in a trust fund established by Prospect HACI for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities Treasury Bills with a maturity with a maturity of 180 days or less in a trust account at JPMorgan Chase Bank, NA N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14September 27, 2007 (the “Trust Agreement”)2007, between Prospect HACI and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect HACI may disburse monies from the Trust Fund only: (ai) to Prospect HACI in limited amounts from time to time (and in no event more than $2,750,000 6,555,000 in total) in order to permit Prospect HACI to pay its operating expenses; (bii) if Prospect HACI completes a Business Combinationan initial business combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO HACI’s initial public offering but whose payment they have deferred, and then to ProspectHACI; and (ciii) if Prospect HACI fails to complete a Business Combination an initial business combination within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust AgreementFund, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to ProspectHACI’s public stockholders (as such term is defined in the agreement governing the Trust AgreementFund). Seller agrees that that, notwithstanding any other provision contained in this Agreement, it does not now have, and shall not at any time have, other than with respect prior to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, consummation of the Acquisition have any claim to, or make any claim against, the Trust Fund arising out of or any asset contained therein, regardless of whether such claim arises as a result of, in connection with this Agreement or relating in any way tothe Acquisition, the business relationship between Seller, on the one hand, and Prospect, 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 16 as the “Claims”). Seller hereby irrevocably waives any and all claims Claim it may have, now or in the future (in each case, however, prior to the consummation of a Business Combination)arising under this Agreement or otherwise, and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereofthereof other than any amount constituting the Aggregate Purchase Price that is payable in accordance with the terms of this Agreement. In This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of Seller, and shall be binding on its subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives, advisors, all other associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. Seller acknowledges that it benefits from this Agreement and that HACI is entering into this Agreement upon reliance on this Section 16. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to ProspectHACI, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of ProspectHACI, whether in the form of money damages or injunctive relief, Prospect HACI shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Trust Waiver. Prospect’s The Company warrants and represents that it understands from the Prospectus that Parent has established a trust account containing the proceeds of its initial public offering was consummated on November 14and certain additional proceeds (collectively with the initial principal and interest accrued from time to time thereon, 2007 as a result the “Trust Account”) initially in an amount of which it received net proceeds of twenty eight million seven hundred fifty thousand dollars ($247 million which are held in a trust fund established by Prospect 28,750,000) for the benefit of its Parent’s public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “TrusteePublic Stockholders”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundProspectus, Prospect Parent may disburse monies from the Trust Fund Account only: (ai) to Prospect the Public Stockholders if Parent fails to consummate its initial business transaction (as described in limited amounts the Prospectus) within twenty-one (21) months from time the date of the Prospectus (which period may be extended for up to time one three (3) month period ending twenty-four (24) months from the date of the Prospectus if a letter of intent or a definitive agreement has been executed within twenty-one (21) months from the date of the Prospectus and the business combination relating thereto has not yet been completed within such twenty-one (21) month period) and (ii) to Parent after or concurrently with the consummation of its initial business transaction. For and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combinationconsideration of Parent entering into discussions with the Company regarding the transactions contemplated hereby and for other good and valuable consideration, to certain dissenting public stockholdersthe receipt and sufficiency of which is hereby acknowledged, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller Company hereby agrees that it does not now have, and shall not at any time havehereafter have any right, other than with respect title, interest or claim of any kind in or to any monies in the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toTrust Account, or make any claim against, 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 any proposed or actual business relationship between Seller, on Parent and the one hand, and Prospect, on the other handCompany or certain of its Affiliates, this Agreement, or any other agreement 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 hereafter as the “Claims”). Seller The Company hereby irrevocably waives any and all claims it Claims they may have, have against the Trust Account (including any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to the consummation of a Business Combination)any negotiations, contracts or agreements with Parent and will not seek recourse against, against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent to induce it to enter in respect thereofthis Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable under applicable law. In To the event Seller extent the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to ProspectParent, which proceeding seeks, in whole or in part, monetary relief against Parent, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account 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 Account (including any distributions therefrom) or any amounts contained therein. 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 Account (including any distributions therefrom) or the public stockholders of ProspectPublic Stockholders, whether in the form of money damages or injunctive relief, Prospect Parent shall be entitled to recover from Seller the Company the associated legal fees and costs in connection with any such action, in the event Parent prevails in such action or proceeding. The Company agrees that it shall cause its Representatives to agree to the terms of this Section 6.12 as though each such Representative is a party to this letter and the Company shall be responsible to Parent for any breach of this Section 6.12 by its Representatives, including the bringing of any Claim by such Representatives against Parent. For the purposes hereof, “Representatives” means the Affiliates of the Company and those officers, directors, employees, agents and its advisors (including legal, accounting and financial advisors) or affiliates. This Section 6.12 shall survive termination of this Agreement for any reason.

Trust Waiver. Prospect’s Reference is made to the final prospectus of SPAC, dated as of July 20, 2021 and filed with the U.S. Securities and Exchange Commission (File No. 333-257185) on July 22, 2021 (the “Prospectus”). The Investor hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account in connection with its initial public offering was consummated on November 14, 2007 as a result of which it received net (the “Trust Account”) containing the proceeds of $247 million which are held in a trust fund established the initial public offering and the overallotment securities acquired by Prospect its underwriters and from certain private placements occurring simultaneously with the initial public offering (including without limitation interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders shareholders (including without limitation overallotment shares acquired by the SPAC’s underwriters, the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust AgreementPublic Shareholders”), between Prospect and Trustee. Seller understands that, except for as otherwise described in the Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC shares in connection with the consummation of a portion De-SPAC Closing or in connection with an extension of its deadline to consummate a De-SPAC Closing, (b) to the Public Shareholders if the SPAC fails to consummate a De-SPAC Closing within 36 months after the closing of the initial public offering, subject to extension by an amendment to the SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any franchise or income taxes or (ad) to Prospect in limited amounts from time to time (the SPAC after or concurrently with the consummation of a De-SPAC Closing. For and in no event more than $2,750,000 in total) in order to permit Prospect to pay consideration of the SPAC and the Sponsor entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of itself and its operating expenses; (b) if Prospect completes a Business Combinationaffiliates that, to certain dissenting public stockholders, notwithstanding anything to the underwriters contrary in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses neither it nor any of its liquidation and dissolutionaffiliates do now or shall at any time hereafter have any right, and then title, interest or claim of any kind in or to Prospect’s public stockholders (as such term is defined any monies in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toAccount or distributions therefrom, or make any claim against, against the Trust Fund or Account (including without any asset contained thereinlimitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the this Agreement or any proposed or actual business relationship between Sellerthe SPAC or its representatives, on the one hand, and Prospectthe Investor or its representatives, 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, except as expressly provided in any future definitive transaction document between SPAC and the Investor or to the extent the SPAC completes a De-SPAC Closing and funds are released to the SPAC from the Trust Account in accordance with the terms of the trust agreement (collectively, the “Released Claims”). Seller The Investor on behalf of itself and its affiliates hereby irrevocably waives any and all claims Released Claims that it or any of its affiliates may have, have against the Trust Account (including without limitation any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements with the consummation of a Business Combination), SPAC or its representatives and will not seek recourse against, against the Trust Fund Account (including without limitation any distributions therefrom) for any reason whatsoever in respect thereof(including without limitation for an alleged breach of this Agreement or any other agreement with the SPAC or its affiliates). In The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the event Seller SPAC, the Sponsor and their respective affiliates to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent the Investor and its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectany Released Claims, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its representatives, the Investor hereby acknowledges and agrees that the sole remedy of the Investor and its affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor and its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in part, relief against the Trust Fund Account (including without limitation any distributions therefrom) or the public stockholders of ProspectPublic Shareholders, whether in the form of money damages or injunctive relief, Prospect the Sponsor, the SPAC and their respective representatives, as applicable, shall be entitled to recover from Seller the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Sponsor, the SPAC or their respective representatives, as applicable, prevails in such action or proceeding. This provision shall not be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.

Trust Waiver. Prospect’s Reference is made to the final prospectus of the Company, filed with the Commission (File No. 333-228420) (the “Prospectus”) and dated as of December 12, 2018 (the “Effective Date”). The Subscriber warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering was consummated on November 14(the “IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect with interest accrued from time to time thereon, the “Trust Fund”) for the benefit of its the Company’s public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “TrusteePublic Stockholders”) pursuant to and certain parties (including the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion underwriters of the interest earned on IPO) and that the amounts held in the Trust Fund, Prospect Company may disburse monies from the Trust Fund only: (ai) to Prospect the Public Stockholders in limited amounts from time the event they elect to time redeem shares of CF Class A Common Stock in connection with the Closing, (and in no event more than $2,750,000 in totalii) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in Public Stockholders if the amount Company fails to consummate the transactions contemplated by the Transaction Agreement or another business combination within eighteen (18) months from the closing of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred(as subsequently extended to September 17, 2020, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms which may further be extended by amendment of the Trust AgreementCompany’s Governing Documents), to Prospect in limited (iii) any interest earned on the amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined held in the Trust Agreement)Fund necessary to pay any taxes or (iv) to the Company after or concurrently with the Closing or the consummation of another business combination. Seller The Subscriber hereby agrees that it does not now have, and shall not at any time havehereafter have any right, other than with respect title, interest or claim of any kind in or to any monies in the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toTrust Fund or distributions therefrom, 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 any proposed or actual business relationship between Seller, on the one hand, Company and Prospect, on the other handSubscriber, this Agreement, or any other agreement Subscription 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 hereafter as the “Claims”). Seller The Subscriber hereby irrevocably waives any and all claims Claims it may have, have against the Trust Fund (including any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements, with the consummation of a Business Combination), Company and will not seek recourse against, against the Trust Fund (including any distributions therefrom) for any reason whatsoever in respect thereof(including, without limitation, for an alleged breach of this Subscription Agreement). In The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the event Seller Company to induce it to enter into this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectthe Company, which proceeding seeks, in whole or in part, monetary relief against the Company, the Subscriber 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 Subscriber (or any party claiming on the Subscriber’s behalf or in lieu of the Subscriber) to have any claim against the Trust Fund (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund (including any distributions therefrom) or the public stockholders of ProspectPublic Stockholders, whether in the form of money damages or injunctive relief, Prospect the Company shall be entitled to recover from Seller the Subscriber the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding. Notwithstanding anything to the contrary contained herein, the provisions of this Section 8 shall not affect the rights of the Subscriber, if applicable, in its capacity as a Public Stockholder to receive distributions from the Trust Fund paid to Public Stockholders in accordance with the Company’s Governing Documents and the Prospectus.

Trust Waiver. Prospect’s Reference is made to the final prospectus of the SPAC, dated as of July 20, 2021 and filed with the SEC (File No. 333-257185) on July 22, 2021 (the “Prospectus”). The Investor hereby represents and warrants that it has read the Prospectus and understands that the SPAC has established a trust account in connection with its initial public offering was consummated on November 14, 2007 as a result of which it received net (the “Trust Account”) containing the proceeds of $247 million which are held in a trust fund established the initial public offering and the overallotment securities acquired by Prospect its underwriters and from certain private placements occurring simultaneously with the initial public offering (including without limitation interest accrued from time to time thereon) for the benefit of its the SPAC’s public stockholders shareholders (including without limitation overallotment shares acquired by the SPAC’s underwriters, the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust AgreementPublic Shareholders”), between Prospect and Trustee. Seller understands that, except for as otherwise described in the Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC shares in connection with the consummation of a portion De-SPAC Closing or in connection with an extension of its deadline to consummate a De-SPAC Closing, (b) to the Public Shareholders if the SPAC fails to consummate a De-SPAC Closing within 36 months after the closing of the initial public offering, subject to extension by an amendment to the SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, Prospect may disburse monies from the Trust Fund only: amounts necessary to pay for any franchise or income taxes or (ad) to Prospect in limited amounts from time to time (the SPAC after or concurrently with the consummation of a De-SPAC Closing. For and in no event more than $2,750,000 in total) in order to permit Prospect to pay consideration of the SPAC and the Sponsor entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of itself and its operating expenses; (b) if Prospect completes a Business Combinationaffiliates that, to certain dissenting public stockholders, notwithstanding anything to the underwriters contrary in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust this Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses neither it nor any of its liquidation and dissolutionaffiliates do now or shall at any time hereafter have any right, and then title, interest or claim of any kind in or to Prospect’s public stockholders (as such term is defined any monies in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim toAccount or distributions therefrom, or make any claim against, against the Trust Fund or Account (including without any asset contained thereinlimitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the this Agreement or any proposed or actual business relationship between Sellerthe SPAC or its representatives, on the one hand, and Prospectthe Investor or its representatives, 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, except as expressly provided in any future definitive transaction document between the SPAC and the Investor or to the extent the SPAC completes a De-SPAC Closing and funds are released to the SPAC from the Trust Account in accordance with the terms of the trust agreement (collectively, the “Released Claims”). Seller The Investor on behalf of itself and its affiliates hereby irrevocably waives any and all claims Released Claims that it or any of its affiliates may have, have against the Trust Account (including without limitation any distributions therefrom) now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements with the consummation of a Business Combination), SPAC or its representatives and will not seek recourse against, against the Trust Fund Account (including without limitation any distributions therefrom) for any reason whatsoever in respect thereof(including without limitation for an alleged breach of this Agreement or any other agreement with the SPAC or its affiliates). In The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the event Seller SPAC, the Sponsor and their respective affiliates to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent the Investor and its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospectany Released Claims, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its representatives, the Investor hereby acknowledges and agrees that the sole remedy of the Investor and its affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor and its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in part, relief against the Trust Fund Account (including without limitation any distributions therefrom) or the public stockholders of ProspectPublic Shareholders, whether in the form of money damages or injunctive relief, Prospect the Sponsor, the SPAC and their respective representatives, as applicable, shall be entitled to recover from Seller the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event the Sponsor, the SPAC or their respective representatives, as applicable, prevails in such action or proceeding. This provision shall not be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.