Common use of Waiver Against Trust Clause in Contracts

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates). Lxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this Agreement, and Lender further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates under applicable law. To the extent Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to Investor understands that, as described in the final prospectus of SPACIPO Prospectus, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders and underwriters (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC shares Common Stock in connection with the consummation of SPACthe Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination), (b) to the Public Stockholders if SPAC the Company fails to consummate a Business Combination its initial business combination within twelve (12) months (or up to twenty (21) months if extended pursuant to the terms of its organizational documents) after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to pay any taxes and for working capital purposes from the interest earned on the amounts held accrued in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC the Company after or concurrently with the consummation of a Business Combinationits initial business combination. For and in consideration of SPAC the Company entering into this Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Investor hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Investor nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement agreement or any proposed or actual business relationship between SPAC the Company or its Representatives, on the one hand, and Lender Investor or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Investor on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Lender Investor or any of its affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)whatsoever. Lxxxxx Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates Affiliates to induce SPAC the Company to enter in this Agreement, and Lender Investor further intends and understands such waiver to be valid, binding and enforceable against Lender Investor and each of its affiliates Affiliates under applicable law. To Notwithstanding the extent Lender or foregoing, this Section 10 shall not affect any rights of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC the Investor or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of Affiliates as a Public Stockholder to receive distributions from the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public StockholderStockholder (but subject to the agreements of Investor in Section 1(b)). Notwithstanding anything to the contrary contained in this Agreement, if applicablethis Section 10 shall survive termination or expiration of this Agreement for any reason. For purposes of this Agreement, from redeeming the term “Representatives” shall mean, with respect to any shares of SPAC that it owns in accordance with SPAC’s organizational documents party, its Affiliates and the Prospectusrespective officers, directors, managers, employees, consultants, advisors, agents and other legal representatives of such party and its Affiliates.

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 26, 2021 and filed with the SEC (File NoIPO Prospectus. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby The Subscriber represents and warrants that it has read the IPO Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), Stockholders and that, except as otherwise described in the IPO Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC shares Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if SPAC the Company fails to consummate a Business Combination within twelve by August 21, 2017 or such earlier date as determined by the Company’s directors (12) months after the closing of the IPOas extended from April 20, subject to extension in accordance with SPAC’s organizational documents2017), (c) with respect to pay any taxes and for working capital purposes from the interest earned on the amounts held accrued in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC the Company after or concurrently with the consummation of a its Business Combination. For and in consideration of SPAC the Company entering into this Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx the Subscriber hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender the Subscriber nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC the Company or its Representatives, on the one hand, and Lender the Subscriber or its Representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). Lender The Subscriber on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Lender the Subscriber or any of its affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC the Company or its affiliatesAffiliates). Lxxxxx The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates Affiliates to induce SPAC the Company to enter in this Agreement, and Lender the Subscriber further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates under applicable lawLaw. To the extent Lender the Subscriber or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC the Company or its Representatives, Lender the Subscriber hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender any the Subscriber or its affiliates Affiliates (or any person 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 Lender that the Subscriber or any of its affiliates Affiliates commences any action or proceeding Action based upon, in connection with, relating to or arising out of any matter relating to SPAC the Company or its Representatives, Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public StockholdersShareholders, whether in the form of money damages or injunctive relief, SPAC the Company and its Representatives, as applicable, Representatives shall be entitled to recover from Lender the Subscriber, its Affiliates, and its affiliates the Subscriber Shareholders, the associated legal fees and costs in connection with any such actionAction, in the event SPAC the Company or its Representatives, as applicable, prevails in such action or proceedingAction. For Notwithstanding anything to the avoidance of doubtcontrary in this Section 11, the provisions of this paragraph 8 Released Claims shall not restrict include, and this Section 11 shall not otherwise affect, any rights of the Lender Subscriber or its Affiliates as a Public Stockholder of the Company to receive distributions from the Trust Account in its capacity as a Public Stockholder, if applicable, from redeeming . This Section 11 shall survive termination of this Agreement for any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectusreason.

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 26, 2021 and filed with the SEC (File NoIPO Prospectus. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby Subscriber represents and warrants that it has read the IPO Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), Shareholders and that, except as otherwise described in the IPO Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC shares Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if SPAC the Company fails to consummate a Business Combination within twelve by June 24, 2019 or such earlier date as determined by the Parent Board (12) months after the closing of the IPOas extended from March 23, subject to extension in accordance with SPAC’s organizational documents2019), (c) with respect to pay any taxes and for working capital purposes from the interest earned on the amounts held accrued in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC the Company after or concurrently with the consummation of a its Business Combination. For and in consideration of SPAC the Company entering into this Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Subscriber hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Subscriber nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC the Company or its Representatives, on the one hand, and Lender Subscriber or its Representatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). Lender Subscriber on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Lender Subscriber or any of its affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC the Company or its affiliatesAffiliates). Lxxxxx Subscriber agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates Affiliates to induce SPAC the Company to enter in this Agreement, and Lender Subscriber further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates under applicable lawLaw. To the extent Lender Subscriber or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC the Company or its Representatives, Lender Subscriber hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender Subscriber or its affiliates Affiliates (or any person 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 Lender that Subscriber or any of its affiliates Affiliates commences any action or proceeding Action based upon, in connection with, relating to or arising out of any matter relating to SPAC the Company or its Representatives, Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public StockholdersShareholders, whether in the form of money damages or injunctive relief, SPAC the Company and its Representatives, as applicable, Representatives shall be entitled to recover from Lender Subscriber and its affiliates Affiliates the associated legal fees and costs in connection with any such actionAction, in the event SPAC the Company or its Representatives, as applicable, prevails in such action or proceedingAction. For Notwithstanding anything to the avoidance of doubtcontrary in this Section 11, the provisions of this paragraph 8 Released Claims shall not restrict include, and this Section 11 shall not otherwise affect, any rights of Subscriber or its Affiliates as a Public Shareholder of the Lender Company to receive distributions from the Trust Account in its capacity as a Public StockholderShareholder. This Section 11 shall survive termination of this Agreement for any reason. For the purpose of this Agreement, if applicable“Representative” means, from redeeming as to any shares of SPAC that it owns in accordance with SPACPerson, such Person’s organizational documents Affiliates and the Prospectusits and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants).

Waiver Against Trust. Reference is made to LifeSci understands that, as described in the final prospectus of SPACProspectus, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO initial public offering (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders (including overallotment shares acquired by SPACthe Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in that the Prospectus, SPAC Company may disburse monies from the Trust Account onlyonly in the circumstances described in the Prospectus. LifeSci acknowledges and agrees that: (ai) under no circumstance shall LifeSci have any right, title or interest in or to any of the Public Stockholders funds in the event they elect Trust Account for claims under this Agreement (including Schedule A hereto); and (ii) LifeSci’s sole recourse for the Company’s payments and obligations under this Agreement shall be against the Company’s assets or properties held outside of the Trust Account (excluding funds distributed to Public Shareholders who redeem their SPAC shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) Combination or in connection with an extension of the Company’s deadline to consummate the Business Combination or distributed to Company stockholders in the event of the liquidation of the Company if it fails to consummate the Business Combination prior to its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension do so in accordance with SPACthe Company’s organizational documentsdocuments (the foregoing distributions, (c) with respect “Public Distributions”). LifeSci hereby irrevocably waives any claim that it might have under this Agreement to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies funds in the Trust Account or distributions therefromPublic Distributions, at law or in equity, and agrees not to make any claim such claim. Nothing in this Section 21 shall preclude any action, claim, suit or proceeding of any kind by LifeSci against the Company or any of its affiliates seeking (i) recourse against or recovery from (x) any assets or monies outside the Trust Account (other than Public Distributions), including any distributions therefrom)assets, regardless properties or securities purchased or acquired with funds distributed from the Trust Account (other than Public Distributions) or (y) any funds transferred to a Target or any affiliate of whether such claim arises as a result of, the Company in connection with or relating after the consummation of the Business Combination or (ii) specific performance or other equitable relief. For the avoidance of doubt, nothing in any way to, this Agreement or this Section 21 shall supplement, amend, limit, modify or otherwise affect any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other handrights with respect to, or any other matter, and regardless of whether such claim arises based on contract, tort, equity recourse or any other theory of legal liability (collectivelyinterests in, the “Released Claims”). Lender on behalf of itself and its affiliates hereby irrevocably waives any Released Claims Trust Account that Lender LifeSci or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future capacity as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against Public Shareholder of the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates). Lxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this AgreementCompany, and Lender further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates under applicable law. To the extent Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall Section 21 will not restrict apply to, or affect the Lender in its capacity as a Public Stockholderrights and obligations of the parties under, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the ProspectusUnderwriting Agreement.

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 26, 2021 and filed with the SEC (File NoFinal Prospectus. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby Such Subscriber represents and warrants that it has read the Final Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), Stockholders and that, except as otherwise described in the Final Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC shares Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC the Company fails to consummate a Business Combination within twelve (12) months after the closing of the IPOby February 5, subject to extension in accordance with SPAC’s organizational documents2018, (c) with respect to pay any taxes and for working capital purposes from the interest earned on the amounts held accrued in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC the Company after or concurrently with the consummation of a its Business Combination. For and in consideration of SPAC the Company entering into this Agreement, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx the Subscriber hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender the Subscriber nor any of its affiliates do Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC the Company or its Representativesrepresentatives, on the one hand, and Lender the Subscriber or its Representativesrepresentatives, on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). Lender The Subscriber on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Lender the Subscriber or any of its affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC the Company or its affiliatesAffiliates). Lxxxxx Such Subscriber agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates Affiliates to induce SPAC the Company to enter in this Agreement, and Lender the Subscriber further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates under applicable lawLaw. To the extent Lender the Subscriber or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC the Company or its Representativesrepresentatives, which proceeding seeks, in whole or in part, monetary relief against SPAC the Company or its Representativesrepresentatives, Lender the Subscriber hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender any the Subscriber or its affiliates Affiliates (or any person 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 Lender that the Subscriber or any of its affiliates Affiliates commences any action or proceeding Action based upon, in connection with, relating to or arising out of any matter relating to SPAC the Company or its Representatives, representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC the Company and its Representatives, as applicable, representatives shall be entitled to recover from Lender the Subscriber, its Affiliates, and its affiliates the Subscriber Shareholders, the associated legal fees and costs in connection with any such actionAction, in the event SPAC the Company or its Representativesrepresentatives, as applicable, prevails in such action or proceedingAction. For Notwithstanding anything to the avoidance of doubtcontrary in this Section 8(t), the provisions of this paragraph 8 Released Claims shall not restrict include, and this Section 8(t) shall not otherwise affect, any rights of the Lender Subscriber or its Affiliates as a Public Stockholder of the Company to receive distributions from the Trust Account in its capacity as a Public Stockholder, if applicable, from redeeming . This Section 8(t) shall survive termination of this Agreement for any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectusreason.

Waiver Against Trust. Reference is made to Such Subscriber acknowledges that the final prospectus of SPAC, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) fund containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously (collectively, with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public StockholdersTrust Fund”), ) initially in an amount of $150,000,000 and that, except as otherwise that monies may be disbursed from the Trust Fund only for the purposes and under the circumstances described in the Final Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC the Company and the Sponsor entering into this Agreementdiscussions with such Subscriber regarding a potential business relationship, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx such Subscriber hereby irrevocably and unconditionally agrees on behalf of itself that (a) it does not now and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender nor any of its affiliates do now or shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom)kind, regardless of whether the factual basis of any such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises is based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). Lender on behalf of itself ) in or to any monies in the Trust Fund or distributions therefrom, (b) it shall not make any Claim against the Trust Fund or distributions therefrom, and its affiliates hereby irrevocably (c) it waives any Released Claims that Lender or any of its affiliates it may have against the Trust Account Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives the Company and will not seek recourse against the Trust Account (including Fund or any distributions therefrom) therefrom for any reason whatsoever (including including, without limitation, for an alleged breach of this Agreement or any other agreement with SPAC or its affiliatesAgreement). Lxxxxx Such Subscriber agrees and acknowledges that such irrevocable waiver is material to this Agreement and has been specifically relied upon by SPAC each of the Company and its affiliates the Sponsor to induce SPAC it to enter in this Agreement, and Lender such Subscriber further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates under applicable law. To In the extent Lender or any of its affiliates event that such Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its RepresentativesCompany, which proceeding seeks, in whole or in part, relief against the Trust Account (including Fund or any distributions therefrom) therefrom or the Public Stockholderspublic stockholders of the Company, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, the Company shall be entitled to recover from Lender and its affiliates such Subscriber the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, that the Company prevails in such action or proceeding. For the avoidance of doubt, the provisions This Section 8(t) shall survive termination of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming Agreement for any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectusreason.

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 26November 3, 2021 and filed with the SEC U.S. Securities and Exchange Commission (File No. 333-260515260261) on October 28November 4, 2021 (the “Prospectus”). Lender Finder hereby represents and warrants that it has read the Prospectus and understands that SPAC the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by SPACthe Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Company shares in connection with the consummation of SPACthe Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC the Company fails to consummate a Business Combination within twelve eighteen (1218) months after the closing of the IPO, subject to extension in accordance with by an amendment to SPAC’s organizational documents, documents or (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC Company after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Finder hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Finder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC the Company or its Representatives, on the one hand, and Lender Finder or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Finder on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Finder or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC the Company or its affiliates). Lxxxxx Xxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates to induce SPAC the Company to enter in into this Agreement, and Lender Finder further intends and understands such waiver to be valid, binding and enforceable against Lender Finder and each of its affiliates under applicable law. To the extent Lender Finder 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 SPAC the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC the Company or its Representatives, Lender Finder hereby acknowledges and agrees that LxxxxxFinder’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender Finder 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 Lender Finder 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 SPAC the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC the Company and its Representatives, as applicable, shall be entitled to recover from Lender Finder and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC the Company or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to the final prospectus of SPACTiberius, dated as of October 26March 15, 2021 2018, and filed with the SEC U.S. Securities and Exchange Commission (“SEC”) (File No. 333-260515223098) on October 28March 16, 2021 2018 (the “Prospectus”). Lender hereby The Stockholder represents and warrants that it has read the Prospectus and understands that SPAC Tiberius has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACTiberius’s public stockholders (including overallotment shares acquired by SPACTiberius’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC Tiberius may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Tiberius shares in connection with the consummation of SPACTiberius’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC Tiberius fails to consummate a Business Combination within twelve twenty-four (1224) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes and up to $50,000 in dissolution expenses or (d) to SPAC Tiberius after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC Tiberius entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx the Stockholder hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender the Stockholder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC Tiberius or its Representatives, on the one hand, and Lender the Stockholder or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). Lender The Stockholder on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender the Stockholder or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC Tiberius or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC Tiberius or its affiliates). Lxxxxx The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Tiberius and its affiliates to induce SPAC Tiberius to enter in into this Agreement, and Lender the Stockholder further intends and understands such waiver to be valid, binding and enforceable against Lender the Stockholder and each of its affiliates under applicable law. To the extent Lender the Stockholder 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 SPAC Tiberius or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC Tiberius or its Representatives, Lender the Stockholder hereby acknowledges and agrees that Lxxxxxthe Stockholder’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender the Stockholder or its affiliates (or any person or entity 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 Lender the Stockholder 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 SPAC Tiberius or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC Tiberius and its Representatives, as applicable, shall be entitled to recover from Lender the Stockholder and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC Tiberius or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions This Section 3.16 shall survive any termination of this paragraph 8 Agreement and survive indefinitely. Notwithstanding the foregoing, this Section 3.16 shall not restrict prevent the Lender Stockholder or its affiliates in its the capacity as a Public Stockholder from receiving funds from the Trust Account after the termination of this Agreement upon the redemption of the Stockholder, if applicable, from redeeming any ’s or its affiliates’ shares of SPAC that it owns in accordance with SPAC’s organizational documents and Common Stock or upon the Prospectusliquidation of Tiberius.

Waiver Against Trust. Reference is made to the final prospectus of SPACEDOC, dated as of October 26November 9, 2021 2020 and filed with the SEC (File No. 333-260515248819) on October 28November 12, 2021 2020 (the “Prospectus”). Lender Purchaser hereby represents and warrants that it has read the Prospectus and understands that SPAC EDOC has established a trust account (the “Trust Account”) Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACEDOC’s public stockholders shareholders (including overallotment shares acquired by SPACXXXX’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, SPAC EDOC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC EDOC public shares in connection with the consummation of SPACEDOC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if SPAC EDOC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension time frame set forth in accordance with SPACEDOC’s organizational documentsOrganizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and up to $50,000 in dissolution expenses taxes, or (d) to SPAC EDOC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC EDOC entering into this AgreementAgreement and discussions with Purchaser regarding the possible Transactions and providing Purchaser and/or its Representatives with access to Confidential Information in connection with such discussions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Purchaser hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Purchaser nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC EDOC or its Representatives, on the one hand, and Lender Purchaser or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Purchaser on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Lender Purchaser or any of its affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC EDOC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC EDOC or its affiliatesAffiliates). Lxxxxx Xxxxxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC EDOC and its affiliates Affiliates to induce SPAC EDOC to enter in this Agreement, and Lender Purchaser further intends and understands such waiver to be valid, binding and enforceable against Lender Purchaser and each of its affiliates Affiliates under applicable law. To the extent Lender Purchaser or any of its affiliates Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC EDOC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC EDOC or its Representatives, Lender Purchaser hereby acknowledges and agrees that LxxxxxPurchaser’s and its affiliatesAffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender Purchaser or its affiliates 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 section shall not restrict the Lender Purchaser in its capacity as a Public StockholderShareholder, if applicable, from redeeming any shares of SPAC EDOC that it owns in accordance with SPACEDOC’s organizational documents Organizational Documents and the Prospectus.

Waiver Against Trust. Reference is made to Stockholder understands that, as described in the final prospectus of SPACIPO Prospectus, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the its IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders shareholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “a Business Combination”) Combination or in connection with an extension of its SPAC’s deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, which was extended by an additional six (6) months through June 8, 2023 pursuant to terms of the IPO Prospectus and SPAC’s organizational documents, and is subject to further extension in accordance with SPAC’s by SPAC by amendment to its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in for dissolution expenses expenses, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Stockholder hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Stockholder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromtherefrom to Public Stockholders (“Public Distributions”), or make any claim against the Trust Account (including any distributions therefrom)or Public Distributions, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Stockholder on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Stockholder or any of its affiliates may have against the Trust Account (including any distributions therefrom) or Public Distributions now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) or Public Distributions for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)whatsoever. Lxxxxx Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in into this Agreement, and Lender Stockholder further intends and understands such waiver to be valid, binding and enforceable against Lender Stockholder and each of its affiliates under applicable law. To This Section 5.13 shall survive any termination of this Agreement and continue indefinitely. Notwithstanding the extent Lender or any of its affiliates commences any action or proceeding based uponforegoing, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim this Section 5.13 shall not permit Lender prevent Stockholder 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder from receiving funds from the Trust Account after the termination of this Agreement upon the redemption of Stockholder, if applicable, from redeeming any ’s or its affiliates’ shares of SPAC that it owns in accordance with Common Stock or upon the liquidation of SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to the final prospectus of SPACSeller hereby agrees, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx hereby agrees on behalf of itself and its affiliates affiliates, that, notwithstanding anything to the contrary in this Agreement, neither Lender Seller nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the trust account of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public stockholders of SPAC (the “Trust Account Account”) or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Buyer, Sponsor, SPAC or its Representativestheir respective affiliates, on the one hand, and Lender Seller or its Representativesaffiliates, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Seller on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Seller or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Buyer, Sponsor, SPAC or its their respective affiliates). Lxxxxx Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Buyer and its affiliates to induce SPAC Buyer to enter in into this Agreement, and Lender Seller further intends and understands such waiver to be valid, binding and enforceable against Lender Seller and each of its affiliates under applicable law. To Notwithstanding the extent Lender foregoing, (i) nothing herein shall serve to limit or prohibit the right of Seller or any of its equity holders to pursue a claim against SPAC for legal relief against assets of SPAC or its successor held outside the Trust Account, for specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Seller or any of its equity holders may have in the future against SPAC’s assets or funds that are not held in the Trust Account of SPAC or its successor (including any funds that have been released to SPAC or its successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim of Seller, its equity holders or any of its affiliates commences to any action or proceeding based upon, monies held in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender or any by virtue of its affiliates commences any action record or proceeding based uponbeneficial ownership of SPAC’s Class A common stock, in connection with, relating pursuant to or arising out of any matter relating a validly exercised redemption right with respect to SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the ProspectusClass A common stock.

Waiver Against Trust. Reference is made to BTIG understands that, as described in the final prospectus of SPACGX Acquisition Corp. II (“GX II”), dated as of October 26[ ], 2021 and filed with the SEC (File No. 333-260515333-[ ]) on October 28[ ], 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC , GX II has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including without limitation interest accrued from time to time thereon) for the benefit of SPACGX II’s public stockholders (including without limitation overallotment shares acquired by SPAC’s the underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC that GX II 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 SPAC’s initial business combination (only upon certain specific circumstances as such term is used described in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC GX II entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx BTIG hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender BTIG nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including without limitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in ) for any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender BTIG on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender BTIG or any of its affiliates may have against the Trust Account (including without limitation any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC GX II or its Representatives affiliates or their respective agents or representatives and will not seek recourse against the Trust Account (including without limitation any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)whatsoever. Lxxxxx BTIG agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC GX II and its affiliates to induce SPAC GX II to enter in this Agreement, and Lender BTIG further intends and understands such waiver to be valid, binding and enforceable against Lender BTIG and each of its affiliates under applicable law. To the extent Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to Church understands that, as described in the final prospectus of SPACTiberius, dated as of October 26March 15, 2021 2018 and filed with the SEC (File No. 333-260515223098) on October 28March 16, 2021 2018 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC , Tiberius has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACTiberius’s public stockholders (including overallotment shares acquired by SPACTiberius’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC Tiberius may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC Tiberius shares in connection with the consummation of SPACTiberius’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) Combination or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC Tiberius fails to consummate a Business Combination within twelve twenty-four (1224) months after the closing of the IPO, subject IPO (or prior to extension in accordance with SPACany other deadline to consummate a Business Combination established pursuant to an amendment to Tiberius’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes and up to $50,000 in dissolution expenses or (d) to SPAC Tiberius after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC Tiberius entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Church hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Church nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any other proposed or actual business relationship between SPAC Tiberius or its Representativesaffiliates, agents or representatives, on the one hand, and Lender Church or its Representativesaffiliates, agents or representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Church on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Church or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC Tiberius or its Representatives affiliates, agents or representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC Tiberius or its affiliates). Lxxxxx Church agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Tiberius and its affiliates to induce SPAC Tiberius to enter in this Agreement, and Lender Church further intends and understands such waiver to be valid, binding and enforceable against Lender Church and each of its affiliates under applicable law. To Notwithstanding anything to the extent Lender or contrary contained herein, the provisions of this Section 7 will survive any termination of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges this Agreement and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceedingcontinue indefinitely. For the avoidance of doubt, any reference in this Agreement to an affiliate of Tiberius prior to the provisions of this paragraph 8 shall not restrict the Lender in IGI Transaction Closing will include its capacity as a Public Stockholdersponsor, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the ProspectusLagniappe Ventures LLC.

Waiver Against Trust. Reference is made to the final prospectus of SPACthe Company, dated as of October 26December 10, 2021 2020 and filed with the SEC Commission (File No. 333-260515248753) on October 28December 11, 2021 2020 (the “IPO Prospectus”). Lender Investor hereby represents and warrants that it has read the IPO Prospectus and understands that SPAC the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by SPACthe Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC the Company shares in connection with the consummation of SPACthe Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC the Company fails to consummate a Business Combination within twelve eighteen (1218) months after the closing of the IPO, subject to extension in accordance with SPAC’s by an amendment to the Company’ organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 100,000 in dissolution expenses expenses, or (d) to SPAC the Company after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender nor any of its affiliates do now or shall at any time hereafter Investor does have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way towith, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matterAgreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender on behalf of itself and its affiliates Investor hereby irrevocably waives any Released Claims that Lender or any of its affiliates may have Investor has against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives this Agreement and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliatesAgreement). Lxxxxx Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates to induce SPAC the Company to enter in this Agreement, and Lender Investor further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates Investor under applicable law. To the extent Lender or any of its affiliates Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representativesthe Company, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representativesthe Company, Lender Investor hereby acknowledges and agrees that LxxxxxInvestor’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender or its affiliates Investor (or any person claiming on any of their behalves its behalf or in lieu of any of themit) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to the final prospectus of SPACBWAC, dated as of October 26December 15, 2021 2020, and filed with the SEC U.S. Securities and Exchange Commission (“SEC”) (File No. 333-260515248569) on October 28December 16, 2021 2020 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus Each Party hereto other than BWAC (a “Waiving Party”) acknowledges and understands that SPAC BWAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including without limitation interest accrued from time to time thereon) for the benefit of SPACBWAC’s public stockholders (including without limitation overallotment shares acquired by SPACBWAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC BWAC may disburse monies from the Trust Account only: (ai) to the Public Stockholders in the event they elect to redeem their SPAC BWAC shares in connection with the consummation of SPACBWAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (bii) to the Public Stockholders if SPAC BWAC fails to consummate a Business Combination within twelve (12) months (or up to eighteen (18) months, if extended in accordance with BWAC’s organizational documents) after the closing of the IPO, subject to further extension in accordance with SPACby amendment to BWAC’s organizational documents, (ciii) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and taxes, for working capital, or up to $50,000 in to pay dissolution expenses or (div) to SPAC BWAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC BWAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx each Waiving Party hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender such Waiving Party nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including without limitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other handAgreement, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Trust Claims”). Lender Each Waiving Party on behalf of itself and its affiliates hereby irrevocably waives any Released Trust Claims that Lender such Waiving Party or any of its affiliates may have against the Trust Account (including without limitation any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC BWAC or its Representatives affiliates (including without limitation, for purposes of this paragraph, and prior to the consummation of the Business Combination, its sponsor Blue Water Sponsor LLC) and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including without limitation for an alleged breach of this Agreement or any other agreement with SPAC BWAC or its affiliates). Lxxxxx Each Waiving Party agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC BWAC and its affiliates to induce SPAC BWAC to enter in into this Agreement, and Lender each Waiving Party further intends and understands such waiver to be valid, binding and enforceable against Lender it and each of its affiliates under applicable law. To Notwithstanding the extent Lender foregoing, nothing in this Section 15(k) shall (x) serve to limit or prohibit the right of any Noteholder (or any of its affiliates commences any action or proceeding based upon, in connection with, relating affiliate thereof) to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary pursue a claim against BWAC for legal relief against SPAC monies or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds other assets held outside of the Trust Account and (other than Public Distributions (as defined below)) or (y) serve to limit or prohibit any claims that such claim shall not permit Lender or its affiliates any Noteholder (or any person claiming on any of their behalves affiliate thereof) may have in the future against the BWAC’s assets or funds that are not held 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against funds that have been released from the Trust Account (including any distributions therefrom) or excluding monies released from the Trust Account to the Public Stockholders, whether in Stockholders that are required to be paid to the form Public Stockholders as a result of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled their exercise of their redemption rights pursuant to recover from Lender and its affiliates the associated legal fees and costs BWAC’s organizational documents in connection with any such action, the BWAC’s stockholder vote to approve the Business Combination or an amendment to BWAC’s organizational documents to extend its deadline to consummate its initial Business Combination or a liquidation of BWAC in the event SPAC that it does not consummate its initial Business Combination prior to its deadline to do so (any of the foregoing, a “Public Distribution”)) and any assets that have been purchased or its Representatives, as applicable, prevails in acquired with any such action or proceedingfunds). For the avoidance of doubt, the The provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming Section 15(k) will survive any shares termination or expiration of SPAC that it owns in accordance with SPAC’s organizational documents this Agreement and the Prospectuscontinue indefinitely.

Waiver Against Trust. Reference is made to the final prospectus of SPACSellers hereby agrees, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx hereby agrees on behalf of itself and its affiliates affiliates, that, notwithstanding anything to the contrary in this Agreement, neither Lender Sellers nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the trust account of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public shareholders of SPAC (the “Trust Account Account”) or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Buyer, Sponsor, SPAC or its Representativestheir respective affiliates, on the one hand, and Lender Sellers or its Representativesaffiliates, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Each Seller on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender such Seller or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Buyer, Sponsor, SPAC or its their respective affiliates). Lxxxxx Each Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Buyer and its affiliates to induce SPAC Buyer to enter in into this Agreement, and Lender such Seller further intends and understands such waiver to be valid, binding and enforceable against Lender such Seller and each of its affiliates under applicable law. To Notwithstanding the extent Lender foregoing, (i) nothing herein shall serve to limit or prohibit the right of Sellers or any of its equity holders to pursue a claim against SPAC for legal relief against assets of SPAC or its successor held outside the Trust Account, for specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Sellers or any of its equity holders may have in the future against SPAC’s assets or funds that are not held in the Trust Account of SPAC or its successor (including any funds that have been released to SPAC or its successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim of Sellers, its equity holders or any of its affiliates commences to any action or proceeding based upon, monies held in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender or any by virtue of its affiliates commences any action record or proceeding based uponbeneficial ownership of SPAC’s Shares of Common Stock or Insider Shares, in connection with, relating pursuant to or arising out of any matter relating a validly exercised redemption right with respect to SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC Insider Shares or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectusother securities.

Waiver Against Trust. Reference is made to Shareholder understands that, as described in the final prospectus of SPACIPO Prospectus, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC Xxxxxxx has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the its IPO (including interest accrued from time to time thereon) for the benefit of SPACTenzing’s public stockholders shareholders (including overallotment shares acquired by SPACTenzing’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, SPAC Xxxxxxx may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC Xxxxxxx shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “a Business Combination”) Combination or in connection with an extension of its Tenzing’s deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if SPAC Xxxxxxx fails to consummate a Business Combination within twelve eighteen (1218) months after the closing of the IPO, which has since been extended by amendment to Tenzing’s organizational documents to December 28, 2020, and is subject to further extension in accordance with SPACby additional amendments to Tenzing’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses taxes, or (d) to SPAC Xxxxxxx after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC Xxxxxxx entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Shareholder hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Shareholder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Shareholder on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Shareholder or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)whatsoever. Lxxxxx Shareholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC Xxxxxxx and its affiliates to induce SPAC Xxxxxxx to enter in into this Agreement, and Lender Shareholder further intends and understands such waiver to be valid, binding and enforceable against Lender Shareholder and each of its affiliates under applicable law. To This Section 5.14 shall survive any termination of this Agreement and continue indefinitely. Notwithstanding the extent Lender or any of its affiliates commences any action or proceeding based uponforegoing, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim this Section 5.14 shall not permit Lender prevent Shareholder 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, Shareholder from redeeming any shares receiving funds from the Trust Account after the termination of SPAC that it owns in accordance with SPACthis Agreement upon the redemption of Shareholder’s organizational documents and or its affiliates’ Ordinary Shares or upon the Prospectusliquidation of Xxxxxxx.

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender Investor hereby represents and warrants that it has read the Prospectus IPO Prospectus, and understands that SPAC the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders shareholders (including overallotment shares acquired by SPACthe Company’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the IPO Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC the Company shares in connection with the consummation of SPACthe Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if SPAC the Company fails to consummate a Business Combination within twelve eighteen (1218) months after the closing of the IPO, which has since been extended by amendment to the Company’s organizational documents to December 28, 2020, and is subject to further extension in accordance with SPACby additional amendments to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC the Company after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Investor hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Investor nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC Investor or its Representatives, on the one hand, and Lender the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Investor on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Lender Investor or any of its affiliates Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC the Company or its affiliatesAffiliates). Lxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this Agreement, and Lender further Investor intends and understands such waiver to be valid, binding and enforceable against Lender Investor and each of its affiliates Affiliates under applicable law. To Notwithstanding the extent Lender or foregoing, this Section 6 shall not affect any rights of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC Investor or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of Affiliates as a Public Shareholder to receive distributions from the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares Shareholder (but subject to the agreements of SPAC that it owns Investor in accordance with SPAC’s organizational documents and the ProspectusSection 2).

Waiver Against Trust. Reference is made to the final prospectus of SPAC, dated as of October 2618, 2021 and filed with the SEC (File No. 333-260515259912) on October 2821, 2021 (the “Prospectus”). Lender Purchaser hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Purchaser hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Purchaser nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender Purchaser or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Purchaser on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Purchaser or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates). Lxxxxx Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in this Agreement, and Lender Purchaser further intends and understands such waiver to be valid, binding and enforceable against Lender Purchaser and each of its affiliates under applicable law. To the extent Lender Purchaser 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender Purchaser hereby acknowledges and agrees that LxxxxxPurchaser’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender Purchaser 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 Lender Purchaser 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender Purchaser and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender Purchaser in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to Stockholder understands that, as described in the final prospectus of SPACIPO Prospectus, dated as of October 26, 2021 and filed with the SEC (File No. 333-260515) on October 28, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the its IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders shareholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, 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 SPAC’s initial business combination (as such term is used in the Prospectus) (the “a Business Combination”) Combination or in connection with an extension of its SPAC’s deadline to consummate a Business Combination, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, which was extended by an additional six (6) months through June 8, 2023 pursuant to terms of the IPO Prospectus and SPAC’s organizational documents, and is subject to further extension in accordance with SPAC’s by SPAC by amendment to its organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in for dissolution expenses expenses, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx Stockholder hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender Stockholder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromtherefrom to Public Stockholders (“Public Distributions”), or make any claim against the Trust Account (including any distributions therefrom)or Public Distributions, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender Stockholder on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender Stockholder or any of its affiliates may have against the Trust Account (including any distributions therefrom) or Public Distributions now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) or Public Distributions for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)whatsoever. Lxxxxx Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter in into this Agreement, and Lender Stockholder further intends and understands such waiver to be valid, binding and enforceable against Lender Stockholder and each of its affiliates under applicable law. To This ‎Section 5.13 shall survive any termination of this Agreement and continue indefinitely. Notwithstanding the extent Lender or any of its affiliates commences any action or proceeding based uponforegoing, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim this ‎Section 5.13 shall not permit Lender prevent Stockholder 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder from receiving funds from the Trust Account after the termination of this Agreement upon the redemption of Stockholder, if applicable, from redeeming any ’s or its affiliates’ shares of SPAC that it owns in accordance with Common Stock or upon the liquidation of SPAC’s organizational documents and the Prospectus.

Waiver Against Trust. Reference is made to the final prospectus of SPACthe Company, dated as of October 26July 19, 2021 and filed with the SEC Commission (File No. 333No.333-260515253322) on October 28July 19, 2021 (the “Prospectus”). Lender hereby represents and warrants The Company acknowledges that it has read the Prospectus and understands that SPAC Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by SPACthe Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in that the Prospectus, SPAC Company may disburse monies from the Trust Account only: only (a) to the Public Stockholders in the event they elect to redeem their SPAC shares in connection with the consummation of SPACthe Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline amendment to the Company’s current charter to allow additional time beyond the prescribed timeline to consummate a Business Combinationbusiness combination, (b) to the Public Stockholders if SPAC the Company fails to consummate a Business Combination business combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s organizational documentsprescribed timeline provided by its then existing charter, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 in dissolution expenses or (d) to SPAC the Company after or concurrently with the consummation of a Business Combinationbusiness combination. For and in consideration of SPAC the Company entering into this Agreement and into discussions with the investors regarding the transactions contemplated pursuant to this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender the Investor does not now, nor any of its affiliates do now or shall at any time hereafter hereafter, have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromAccount, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result ofAccount, in connection with or relating in any way to, to this Agreement or any proposed or actual business relationship between SPAC or its Representativesthe transactions contemplated hereunder, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender on behalf of itself and its affiliates The Investor hereby irrevocably waives any Released Claims that Lender or any of its affiliates the Investor may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts of this Agreement or agreements with SPAC or its Representatives the transactions hereunder and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)Released Claims. Lxxxxx The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company and its affiliates to induce SPAC the Company to enter in into this Agreement, and Lender the Investor further intends and understands such waiver to be valid, binding and enforceable against Lender and each of its affiliates the Investor under applicable law. To the extent Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.** Signature Pages Follow **

Waiver Against Trust. Reference is made to the final prospectus of SPACthe Company, dated as of October 26, 2021 and filed with the SEC (File NoNos. 333-260515251037 and 333-251451) on October 28and dated as of December 17, 2021 2020 (the “Prospectus”). Lender The Placement Agent hereby represents and warrants acknowledges that it has read the Prospectus and understands that SPAC the Company has established a trust account (the “Trust Account”) containing the proceeds (i) of its initial public offering (the “IPO”), (ii) and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO IPO, and (including iii) of monthly contributions in connection with the extension of the deadline by which the Company must consummate an initial business combination, as well as interest accrued from time to time thereon) , for the benefit of SPACthe Company’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, SPAC the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their SPAC shares of common stock of the Company in connection with the consummation of SPACthe Company’s initial business combination (as such term is used in the Prospectus) (the “Initial Business Combination”) or in connection with an extension of its deadline to consummate a an Initial Business Combination, (b) to the Public Stockholders if SPAC the Company fails to consummate a an Initial Business Combination within twelve (12) months after the closing of the IPOprior to June 22, 2023, subject to extension in accordance with SPACby amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay for any taxes and up to $50,000 100,000 in dissolution expenses expenses, or (d) to SPAC the Company after or concurrently with the consummation of a an Initial Business Combination. For and in consideration of SPAC the Company entering into this AgreementAgreement with the Placement Agent, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx the Placement Agent hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender it nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, Company and Lender or its Representatives, on the other handPlacement Agent, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, any and all such claims are collectively referred to hereafter as the “Released Claims”). Lender The Placement Agent, on behalf of itself and its affiliates affiliates, hereby irrevocably waives any Released Claims that Lender Placement Agent or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC the Company or its Representatives and agrees that it will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC the Company or its affiliates). Lxxxxx Placement Agent agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC the Company, Target and its their respective affiliates to induce SPAC the Company to enter in into this Agreement, and Lender the Placement Agent further intends and understands such waiver to be valid, binding and enforceable against Lender the Placement Agent and each of its affiliates under applicable law. To the extent Lender the Placement Agent 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 SPAC the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC the Company or its Representatives, Lender Placement Agent hereby acknowledges and agrees that Lxxxxxthe Placement Agent’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender the Placement Agent 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 Lender that the Placement Agent 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 SPAC the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC the Company and its Representatives, as applicable, shall be entitled to recover from Lender the Placement Agent and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC the Company or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubtMedTech Acquisition Corporation March 7, the provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectus.2023

Waiver Against Trust. Reference is made to The Acquirer understands that, as described in the final prospectus of the SPAC, dated as of October 26December 8, 2021 and filed with the SEC U.S. Securities and Exchange Commission (File No. 333-260515260713) on October 28December 9, 2021 (the “Prospectus”). Lender hereby represents and warrants that it has read the Prospectus and understands that , SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders shareholders (including overallotment shares acquired by SPAC’s underwriters, the “Public StockholdersShareholders”), and that, except as otherwise described in the Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) Combination or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if SPAC fails to consummate a Business Combination within twelve (12) months after the closing of timeframe permitted by the IPO, subject to extension in accordance with SPAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $50,000 100,000 in dissolution expenses or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC Sponsor entering into this AgreementAgreement and discussions with the Acquirer regarding the possible transactions contemplated hereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lxxxxx the Acquirer hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Lender the Acquirer nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or its Representatives, on the one hand, and Lender or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Lender The Acquirer on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Lender the Acquirer or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its affiliates)whatsoever. Lxxxxx The Acquirer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its affiliates the Sponsor to induce SPAC the Sponsor to enter in into this Agreement, and Lender the Acquirer further intends and understands such waiver to be valid, binding and enforceable against Lender the Acquirer and each of its affiliates under applicable law. To the extent Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Lender hereby acknowledges and agrees that Lxxxxx’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Lender 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 Lender 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from Lender and its affiliates the associated legal fees and costs in connection with any such action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding. For the avoidance of doubt, the The provisions of this paragraph 8 shall not restrict the Lender in its capacity as a Public Stockholder, if applicable, from redeeming any shares survive termination of SPAC that it owns in accordance with SPAC’s organizational documents and the Prospectusthis Agreement.