Waiver of Claim against Trust Account. Reference is made to the final Prospectus dated as of March 23, 2023 (“IPO Prospectus”) of the Purchaser as filed with the Securities and Exchange Commission following completion of its IPO. Each of the Company, Company Subsidiary, Company principal shareholders and Shareholders Representative on behalf of itself and the Company Shareholders represents and warrants that it has read the IPO Prospectus and understands that Purchaser has established the Trust Account containing the proceeds of the IPO and the overallotment shares and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser’s public shareholders (the “Public shareholders”). The Company, each member of the Company Group and Shareholders’ Representative on behalf of each Company Shareholder agree that none of them has any right, title, interest or claim of any kind (“Claim”) in or to any monies in the Trust Account established by the Continental Stock Transfer and Trust Company to hold funds from the IPO of the Purchaser as described in the IPO Prospectus. Each of the Company, each member of the Company Group, the Company principal shareholders, and Shareholders’ Representative on behalf of all Company Shareholders hereby waives any Claim it may have at any time as a result of or arising out of any negotiation, contract or agreement with the Purchaser and shall not seek recourse against the Trust Account for any reason whatsoever. Each of the Company, Company Subsidiary, Company principal shareholders and Shareholders Representative on behalf of itself and the Company Shareholders hereby irrevocably waives any and all claims that any such person or any of its affiliates may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser or its representatives and will not seek recourse against the Trust Account (including any Public Shareholder distributions) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Purchaser or its Affiliates). The Company, each Company Subsidiary, the Company principal shareholders and Shareholders Representative on behalf of itself and the Company Shareholders each agree and acknowledges that such irrevocable waiver contained in this Section 7.6 is material to this Agreement and specifically relied upon by Purchaser and its Affiliates to i...
Waiver of Claim against Trust Account. MBFHM hereby waives any and all right, title, interest or claim of any kind in or to any distributions of Borrower’s trust account, maintained at Continental Stock Transfer & Trust Co. (the “Trust Account”), or to any other amounts distributed in connection with a liquidating distribution of Borrower (except for the repayment of the Loan as contemplated in Section 1 above) (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
