Common use of Waiver Against Trust Clause in Contracts

Waiver Against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated July 30, 2020 (the “Prospectus”) available at xxx.xxx.xxx (File No. 333-239836), substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, 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 the Company or its affiliates, on the one hand, and the Independent Director, 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 and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement. To the extent Independent Director commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company or its affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its affiliates, the Independent Director hereby acknowledges and agrees that the Independent Director’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director (or any person claiming on any of their behalves or in lieu of any of the Independent Director) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Agreement, Company shall be entitled to recover from the Independent Director and its affiliates, the associated legal fees and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim to the Trust Account by virtue of the Independent Director’s record or beneficial ownership of any equity securities of the Company acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of Company.

Waiver Against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges Buyer hereby agrees that, as described notwithstanding anything to the contrary in this Agreement, the Buyer shall not now or at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Company’s prospectus relating to trust account established by LOAC in connection with its initial public offering dated July 30, 2020 (the “Prospectus”) available at xxx.xxx.xxx (File No. 333-239836), substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company), its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives any and all right, title and interestor distributions therefrom, or make any claim of against the trust account (including any kind it has or may have in the future, in or to any monies held in the Trust Accountdistributions 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 the Company LOAC or its affiliatesrepresentatives, on the one hand, and the Independent DirectorBuyer 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 (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Buyer hereby irrevocably agrees not to seek recourse waives any Released Claims that the Buyer 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 LOAC 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 the LOAC or its affiliates). ​ The Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC and its affiliates to induce the Buyer to enter in this Agreement, and the Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent Independent Director the Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company LOAC or its affiliatesrepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company LOAC or its affiliatesrepresentatives, the Independent Director Buyer hereby acknowledges and agrees that the Independent Director’s its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director Buyer (or any person claiming on any of their behalves or in lieu of any of the Independent Directorthem) to have any claim against the Trust Account trust account (including any distributions therefrom) or any amounts contained therein therein. For the purpose of this Section 6.2, “representative” means, as to any person, such person’s affiliates and in the event of any action or proceeding based uponits and their managers, in connection withdirectors, relating to or arising out of any matter relating to the Company or its affiliatesofficers, which proceeding seeksemployees, in whole or in part, relief against the Trust Account agents and advisors (including any distributions therefrom) in violation of this Agreementfinancial advisors, Company shall be entitled to recover from the Independent Director counsel and its affiliates, the associated legal fees and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim to the Trust Account by virtue of the Independent Director’s record or beneficial ownership of any equity securities of the Company acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of Companyaccountants).

Waiver Against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers Sponsor hereby agrees, on behalf of itself and privileges to effect a mergerits Affiliates, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges that, as described notwithstanding anything to the contrary in this Agreement, neither Sponsor 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 Company’s prospectus relating to trust account of SPAC containing the proceeds of its initial public offering dated July 30, 2020 (and the “Prospectus”) available at xxx.xxx.xxx (File No. 333-239836), substantially all concurrent private placement for the benefit of the Company’s assets consist public shareholders of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account SPAC (the “Trust Account”) for the benefit of the Companyor distributions therefrom, its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in or make any claim against the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives (including any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Accountdistributions 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 the Company Buyer, SPAC or its affiliatestheir respective Affiliates, on the one hand, and the Independent DirectorSponsor or its Affiliates, 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 and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement. To the extent Independent Director commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company or its affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its affiliates(collectively, the Independent Director “Released Claims”). Sponsor on behalf of itself and its Affiliates hereby acknowledges and agrees irrevocably waives any Released Claims that the Independent Director’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director (Sponsor or any person claiming on any of their behalves or in lieu of any of the Independent Director) to its Affiliates may have any claim against the Trust Account (including any distributions therefrom) now or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its affiliates, which proceeding seeks, in whole or in part, relief future and will not seek recourse against the Trust Account (including any distributions therefrom) in violation for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Buyer, SPAC or their respective Affiliates). Xxxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer and its Affiliates to induce Buyer to enter into this Agreement, Company and Sponsor further intends and understands such waiver to be valid, binding and enforceable against Sponsor and each of its Affiliates under applicable law. Notwithstanding the foregoing, (i) nothing herein shall be entitled serve to recover limit or prohibit the right of Sponsor 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 Sponsor 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 Independent Director Trust Account and its affiliates, the associated legal fees any assets that have been purchased or acquired with such funds) and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, (iii) nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim of Sponsor, its equity holders or any of its Affiliates to any monies held in the Trust Account by virtue of the Independent Director’s its record or beneficial ownership of any equity securities SPAC’s Class A Ordinary Shares (for the avoidance of the Company acquired by any means doubt, other than the Sponsor Class A Ordinary Shares, which were converted from Class B Ordinary Shares and which have no right, title, interest or claim of any kind in or to any monies in the Trust Account), pursuant to this Agreement, including but not limited to any a validly exercised redemption right with respect to any such securities of CompanyClass A Ordinary Shares.

Waiver Against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers Sponsor hereby agrees, on behalf of itself and privileges to effect a mergerits Affiliates, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges that, as described notwithstanding anything to the contrary in this Agreement, neither Sponsor 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 Company’s prospectus relating to trust account of SPAC containing the proceeds of its initial public offering dated July 30, 2020 (and the “Prospectus”) available at xxx.xxx.xxx (File No. 333-239836), substantially all concurrent private placement for the benefit of the Company’s assets consist public shareholders of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account SPAC (the “Trust Account”) for the benefit of the Companyor distributions therefrom, its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in or make any claim against the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives (including any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Accountdistributions 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 the Company Buyer, SPAC or its affiliatestheir respective Affiliates, on the one hand, and the Independent DirectorSponsor or its Affiliates, 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 and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement. To the extent Independent Director commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company or its affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its affiliates(collectively, the Independent Director “Released Claims”). Sponsor on behalf of itself and its Affiliates hereby acknowledges and agrees irrevocably waives any Released Claims that the Independent Director’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director (Sponsor or any person claiming on any of their behalves or in lieu of any of the Independent Director) to its Affiliates may have any claim against the Trust Account (including any distributions therefrom) now or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its affiliates, which proceeding seeks, in whole or in part, relief future and will not seek recourse against the Trust Account (including any distributions therefrom) in violation for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Buyer, SPAC or their respective Affiliates). Xxxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer and its Affiliates to induce Buyer to enter into this Agreement, Company and Sponsor further intends and understands such waiver to be valid, binding and enforceable against Sponsor and each of its Affiliates under applicable law. Notwithstanding the foregoing, (i) nothing herein shall be entitled serve to recover limit or prohibit the right of Sponsor 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 Sponsor 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 Independent Director Trust Account and its affiliates, the associated legal fees any assets that have been purchased or acquired with such funds) and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, (iii) nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim of Sponsor, its equity holders or any of its Affiliates to any monies held in the Trust Account by virtue of the Independent Director’s its record or beneficial ownership of any equity securities SPAC’s Class A Ordinary Shares (for the avoidance of the Company acquired by any means doubt, other than the Class A Ordinary Shares, which were converted from Class B Ordinary Shares and which have no right, title, interest or claim of any kind in or to any monies in the Trust Account), pursuant to this Agreement, including but not limited to any a validly exercised redemption right with respect to any such securities of CompanyClass A Ordinary Shares.

Waiver Against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges Buyer hereby agrees that, as described notwithstanding anything to the contrary in this Agreement, the Buyer shall not now or at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Company’s prospectus relating to trust account established by LOAC in connection with its initial public offering dated July 30, 2020 (the “Prospectus”) available at xxx.xxx.xxx (File No. 333-239836), substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company), its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives any and all right, title and interestor distributions therefrom, or make any claim of against the trust account (including any kind it has or may have in the future, in or to any monies held in the Trust Accountdistributions 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 the Company LOAC or its affiliatesrepresentatives, on the one hand, and the Independent DirectorBuyer 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 (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Buyer hereby irrevocably agrees not to seek recourse waives any Released Claims that the Buyer 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 LOAC 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 the LOAC or its affiliates). The Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC and its affiliates to induce the Buyer to enter in this Agreement, and the Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent Independent Director the Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company LOAC or its affiliatesrepresentatives, which proceeding seeks, in whole or in part, monetary relief against the Company LOAC or its affiliatesrepresentatives, the Independent Director Buyer hereby acknowledges and agrees that the Independent Director’s its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director Buyer (or any person claiming on any of their behalves or in lieu of any of the Independent Directorthem) to have any claim against the Trust Account trust account (including any distributions therefrom) or any amounts contained therein therein. For the purpose of this Section 6.2, “representative” means, as to any person, such person’s affiliates and in the event of any action or proceeding based uponits and their managers, in connection withdirectors, relating to or arising out of any matter relating to the Company or its affiliatesofficers, which proceeding seeksemployees, in whole or in part, relief against the Trust Account agents and advisors (including any distributions therefrom) in violation of this Agreementfinancial advisors, Company shall be entitled to recover from the Independent Director counsel and its affiliates, the associated legal fees and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim to the Trust Account by virtue of the Independent Director’s record or beneficial ownership of any equity securities of the Company acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of Companyaccountants).