Common use of Waiver of Claim against Trust Account Clause in Contracts

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 induce Purchaser to enter in this Agreement, and each of the Company, each Company Subsidiary, the Company principal shareholders and Shareholders Representative on behalf of itself and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such persons and each of their respective Affiliates under applicable Law. This Section 7.6 shall survive termination of this Agreement for any reason.

Waiver of Claim against Trust Account. Reference is made to the final Prospectus dated as of March 23November 18, 2023 2019 (“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 Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 acquired by Purchaser’s underwriters 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 stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public shareholdersStockholders”). The Company, each member of the Company Group and Shareholders’ Representative on behalf of each Company Shareholder Securityholder 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 shareholdersPrincipal Shareholders, and Shareholders’ Representative on behalf of all Company Shareholders Securityholders 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 Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 Stockholder 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 Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 induce Purchaser to enter in this Agreement, and each of the Company, each Company Subsidiary, the Company principal shareholders Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders further intends and understands such waiver to be valid, binding and enforceable against such persons and each of their respective Affiliates under applicable Law. This Section 7.6 shall survive termination of this Agreement for any reason.

Waiver of Claim against Trust Account. Reference is made to the final Prospectus dated as of March 23November 18, 2023 2019 (“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 Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 acquired by Purchaser’s underwriters 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 stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public shareholdersStockholders”). The Company, each member of the Company Group and Shareholders’ Representative on behalf of each Company Shareholder Securityholder 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 shareholdersPrincipal Shareholders, and Shareholders’ ’’ Representative on behalf of all Company Shareholders Securityholders 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 Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 Stockholder 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 Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 induce Purchaser to enter in this Agreement, and each of the Company, each Company Subsidiary, the Company principal shareholders Principal Shareholders and Shareholders Shareholder Representative on behalf of itself and the Company Shareholders Securityholders further intends and understands such waiver to be valid, binding and enforceable against such persons and each of their respective Affiliates under applicable Law. This Section 7.6 shall survive termination of this Agreement for any reason.

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 Shareholder Representative on behalf of itself and the Company Shareholders Securityholders represents and warrants that it has read the IPO Prospectus and understands that Purchaser Parent has established the Trust Account containing the proceeds of the IPO and initial public offering of the overallotment shares Parent 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 PurchaserParent’s public shareholders stockholders (including overallotment shares acquired by Parent’s underwriters) (the “Public shareholdersStockholders”). The Company, each member of Company Subsidiaries and the Company Group and Shareholders’ Representative on behalf of each Company Shareholder Securityholder 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 ProspectusParent’s initial public offering. Each of the Company, each member of the Company Group, Subsidiaries and the Company principal shareholders, and Shareholders’ Representative on behalf of all Company Shareholders Securityholders 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 Parent and shall not seek recourse against the Trust Account for any reason whatsoever. Each of the The Company, Company Subsidiary, Company principal shareholders Subsidiaries and Shareholders the Shareholder Representative on behalf of itself and the Company Shareholders Securityholders 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 Parent or its representatives and will not seek recourse against the Trust Account (including any Public Shareholder Stockholder distributions) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Purchaser Parent or its Affiliates). The Company, each Company Subsidiary, and the Company principal shareholders Subsidiaries and Shareholders the Shareholder Representative on behalf of itself and the Company Shareholders Securityholders each agree and acknowledges that such irrevocable waiver contained in this Section 7.6 7.1 is material to this Agreement and specifically relied upon by Purchaser Parent and its Affiliates to induce Purchaser Parent to enter in this Agreement, and each of the Company, each Company Subsidiary, the Company principal shareholders and Shareholders the Company Subsidiaries and the Shareholder Representative on behalf of itself and the Company Shareholders Securityholders further intends and understands such waiver to be valid, binding and enforceable against such persons and each of their respective Affiliates under applicable Law. This Section 7.6 7.1 shall survive termination of this Agreement for any reason.