Common use of Waiver of Claims Against Trust Clause in Contracts

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, 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 “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanySPAC, filed with the Securities Exchange Commission on October 24February 3, 2018 2021 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company SPAC may disburse monies from the Trust Fund only: (i) to the Public Shareholders only under limited circumstances as set forth in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business CombinationProspectus. For and in consideration of the Company entering into entering into Issuer’s execution of this agreement with BuyerAgreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformtherefrom, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company SPAC and Buyer, 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 “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. This Section 5.10 (Waiver of Claims against Trust) shall survive the termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer warrants and represents The Company acknowledges that it has read the IPO Prospectus and understands that the Company Parent has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and certain additional proceeds (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 46,000,000 for the benefit of the CompanyParent’s public shareholders (“Public Shareholders”) and certain parties stockholders (including overallotment shares acquired by the underwriters of the IPO) (the “Public Stockholders”) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Parent may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders Stockholders in the event they elect to redeem ordinary shares of the Company their Parent Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”), (iib) to the Public Shareholders Stockholders if the Company Parent fails to either (i) execute a definitive agreement for a Business Combination within eighteen (18) months after the closing of the IPO or (ii) consummate a Business Combination within twenty (21) months after the applicable time periodclosing of the IPO, and (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivc) to the Company Parent or the Parent’s successor after or concurrently with the consummation of a its Business Combination. For Subject to the last sentence of this Section 10.1, for and in consideration of the Company entering into Parent entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees on behalf of itself and its Subsidiaries, that it no Target Company does not now and 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 Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company Parent (or its Affiliates) and Buyerany Target Company, 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”). Buyer Subject to the last sentence of this Section 10.1, the Company on behalf of itself and its Subsidiaries hereby irrevocably waives any Released Claims it may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with the Company Parent or its Affiliates and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Parent and its Affiliates to induce it them to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent any Target Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Affiliates, which proceeding seeks, in whole or in part, monetary relief against the Parent or its Affiliates, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any Target Company (or any party claiming on a Target Company’s behalf or in lieu of a Target Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that a Target Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Affiliates 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, the Parent and its Affiliates shall be entitled to recover from the Target Companies the associated legal fees and costs in connection with any such action, in the event the Parent or its Affiliate prevails in such action or proceeding. Notwithstanding the foregoing, the Purchaser shall have all rights of the Parent to any distributions made to the Parent upon consummation of the Transactions after giving effect to (A) distributions made by the trustee to Public Stockholders that tender their Ordinary Shares in the Share Tender Offer and (B) the payment of expenses incurred by or on behalf of the Parent.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Merger Sub and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company, Merger Sub and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Merger Sub or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Merger Sub, the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Merger Sub and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Merger Sub and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Merger Sub and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, Merger Sub or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Merger Sub and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf 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 that the Company, Merger Sub or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Merger Sub, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.01 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24dated July 14, 2018 2011 (File No. 333-173419) (the “Prospectus”). Buyer Li3 warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously additional proceeds (collectively with the IPO (collectively, with initial principal and interest accrued from time to time thereon, the “Trust FundAccount”) initially in an amount of $100,000,000 80,237,500 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundProspectus, the Company may disburse monies from the Trust Fund Account only: (i) to the Public Shareholders in the event they elect to redeem ordinary their shares of the Company in connection with the consummation of its initial business combination (as such term is used in the Company’s Prospectus) (“Business Combination”), (ii) to the Public Shareholders if the Company fails to consummate a its Business Combination within the applicable time periodon or prior to July 22, 2013, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a its Business Combination, and (iv) in any manner as provided in the Company’s Charter. For and in consideration of the Company entering into entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer Li3 hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between Li3 and the Company and BuyerCompany, 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 “Claims”). Buyer Li3 hereby irrevocably waives any Claims it may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer Li3 agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer Li3 further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent Li3 commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, which proceeding seeks, in whole or in part, monetary relief against the Company, Li3 hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Li3 (or any party claiming on Li3’s behalf) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that Li3 commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from Li3 the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer BGHL represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Perception has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Perception’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”time) initially in an amount of $100,000,000 for the benefit of the CompanyPerception’s public shareholders (including overallotment shares acquired by Perception’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Perception may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Perception Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) or in connection with an amendment to Perception’s Organizational Documents to extend Perception’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Perception fails to consummate a Business Combination within 18 months after the applicable time periodclosing of the IPO, subject to extension by amendment to Perception’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes Taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Perception after or concurrently with the consummation of a Business Combination. For and in In consideration of the Company entering into Perception entering into this agreement with Buyer, Agreement BGHL agrees on behalf of itself and for other good and valuable consideration, the receipt and sufficiency its Affiliates that neither BGHL nor any of which is hereby acknowledged, Buyer hereby agrees that it does not its Affiliates do now and or shall not at any future time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformdistributions, or make any claim against, against the Trust FundAccount (including any 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 Perception or any of its Representatives, on the Company one hand, and BuyerBGHL or any of its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer hereby BGHL on behalf of itself and its Affiliates irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromdistributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefromdistributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Perception or its Affiliates). Buyer BGHL agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Perception and its Affiliates to induce it Perception to enter in this Agreement, and Buyer BGHL further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that BGHL or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Perception or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Perception or its Representatives, BGHL acknowledges and agrees that it and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions) or any amounts. This Section 10.1 shall survive termination of this Agreement.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Pubco, Merger Sub, the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representatives and each Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 12 months after the closing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub, the Seller Representatives and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub, the Seller Representatives or any Seller nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom made directly or indirectly to Public Stockholders (“Public Stockholder Distributions”), or make any claim against, against the Trust FundAccount (including any Public Stockholder 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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, Merger Sub, the Seller Representatives or any Seller or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub, the Seller Representatives and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub, the Seller Representatives and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub, the Seller Representatives and each Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary in this Section 12.1, but otherwise subject to the terms of this Agreement, (A) the Company, Pubco, Merger Sub, the Seller Representatives or any Seller or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds other than the Public Stockholder Distributions); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or Public Stockholder Distributions, and (B) nothing in this Section 12.1 shall limit or prohibit the Company, Pubco, Merger Sub, the Seller Representatives, any Seller or any of their respective Affiliates from pursuing a claim against Purchaser for specific performance or other equitable relief. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company warrants and represents that it has read the IPO Prospectus and understands that the Company OAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and the OAC Private Placement (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyOAC’s public shareholders stockholders (including overallotment shares acquired by OAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, OAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their OAC Ordinary Shares in connection with the consummation of OAC’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (b) to the Public Stockholders if OAC fails to consummate a portion of Business Combination by March 12, 2017 (as extended by the Initial Extension and the Second Extension, and as it may be further extended by the Extension), (c) with respect to any interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts Account necessary to pay any taxes and or for working capital purposes from the interest accrued in the Trust Fund requirements or (ivd) to the Company OAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into OAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does not now and 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 Fund Account or distributions thereformtherefrom that are paid directly or indirectly through OAC to Public Stockholders (“Public Distributions”), or make any claim against, against the Trust FundAccount (including any Public Distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the OAC or its Representatives, on the one hand, and the Company and Buyeror 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”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company OAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with OAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company OAC and its Affiliates to induce it OAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the OAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the OAC or its Representatives, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any the Company or its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any Public Distributions) or any amounts contained therein. In the event that the Company or any of its Affiliates commences an Action based upon, in connection with, relating to or arising out of any matter relating to OAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any Public Distributions) or the Public Stockholders, whether in the form of money damages or injunctive relief, OAC and its Representatives shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such Action, in the event the OAC or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, for purposes of this Section 9.1, the members of the OAC Sponsor Group shall be deemed to be Affiliates of OAC. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Merger Sub and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Purchaser each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders Public Stockholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion as otherwise described in the IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Class A Common Stock in connection with the consummation of the Purchaser’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to the Purchaser’s Organizational Documents to extend the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within thirty-six (36) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued in the Trust Fund Taxes or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf of any of them, or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company warrants and represents that it has read the IPO Prospectus and understands that the Company OAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO and the OAC Private Placement (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyOAC’s public shareholders stockholders (including overallotment shares acquired by OAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, OAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their OAC Shares in connection with the consummation of OAC’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (b) to the Public Stockholders if OAC fails to consummate a portion of Business Combination by September 12, 2017 or such earlier date as determined by OAC’s directors (as extended by the Initial Extension, the Second Extension and Third Extension, and as it may be further extended by the Extension), (c) with respect to any interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts Account necessary to pay any taxes and or for working capital purposes from the interest accrued in the Trust Fund requirements or (ivd) to the Company OAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into OAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does not now and 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 Fund Account or distributions thereformtherefrom that are paid directly or indirectly through OAC to Public Stockholders (“Public Distributions”), or make any claim against, against the Trust FundAccount (including any Public Distributions), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the OAC or its Representatives, on the one hand, and the Company and Buyeror 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”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company OAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with OAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company OAC and its Affiliates to induce it OAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the OAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the OAC or its Representatives, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any Public Distributions) or any amounts contained therein. In the event that the Company or any of its Affiliates commences an Action based upon, in connection with, relating to or arising out of any matter relating to OAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any Public Distributions) or the Public Stockholders, whether in the form of money damages or injunctive relief, OAC and its Representatives shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such Action, in the event the OAC or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, for purposes of this Section 9.1, the members of the OAC Sponsor Group shall be deemed to be Affiliates of OAC. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Stockholder each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 21 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Stockholder hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Stockholder nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerStockholder or any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Stockholder on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Stockholder each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Stockholder or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Stockholder hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Stockholder or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Stockholder and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Each Party acknowledges and represents agrees that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only in the manner described in the IPO Prospectus: (a) to SPAC Shareholders in the event they elect to redeem their shares of SPAC Shares (or Holdings Common Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus, the “Business Combination“) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a portion Business Combination, (b) to SPAC Shareholders if the SPAC fails to consummate a Business Combination within the time period specified in the SPAC Organizational Documents after the closing of the IPO, subject to further extension as described by the IPO Prospectus, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes Taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees each of Holdings, the Company and the Company Shareholders, on behalf of themselves and the other Company Affiliates, acknowledge and agree that it does they do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 any of its Representatives, on the one hand, and the Company, Holdings or the Company and BuyerShareholders or any Company Affiliate, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer Each of the Company, Holdings and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer The Company, Holdings and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Holdings and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Holdings or the Company Shareholders or any of their respective 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, each of the Company, Holdings and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, the Trust Account Released Claims and related waivers will not limit or prohibit the Company or any Company Shareholder from (i) pursuing a claim against SPAC, Merger Sub or any other person for (A) specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any redemption pursuant to the Redemption Rights)) or (B) for damages (subject to the provisions of this Agreement) for breach of this Agreement against SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and SPAC consummates a Business Combination with another Person or (ii) being entitled to the use of any remaining amounts in the Trust Account following the transactions contemplated by Section 8.20(b).

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of Pubco, Merger Sub I, Merger Sub II, the Company, filed with Orca Midco, Orca and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Shareholders hereby warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the SPAC Shareholders in the event they elect to redeem their SPAC Class A Shares (or Pubco Ordinary Shares upon the Second Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a portion Business Combination; (b) to the SPAC Shareholders if SPAC fails to consummate a Business Combination within 15 months after the closing of the IPO, subject to further extension by amendment to SPAC’s Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes; and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 any of its Representatives, on the one hand, and Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company and BuyerShareholders or any of their respective Affiliates or Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders or any of their respective 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, each of Pubco, Merger Sub I, Merger Sub II, the Company, Orca Midco, Orca and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 13.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Pubco and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Merger Subs hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including overallotment securities acquired by SPAC’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their SPAC Class A Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within 24 months after the applicable time periodClosing of the IPO, which has since been extended to January 1, 2024, and is subject to further extension by amendment to the SPAC’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund dissolution expenses, or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco and the Merger Subs hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco or the Merger Subs nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, 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 collectively, the “Released Claims”). Buyer Each of the Company, Pubco and the Merger Subs on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates); provided that (x) nothing herein shall serve to limit or prohibit the Company’s, Pubco’s or Merger Subs’ right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account (other than distributions to Public Shareholders), for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Closing Redemption and payment of Expenses and other amounts in accordance with Section 5.17(a)) to Pubco and LLP in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the Closing Redemption and (y) nothing herein shall serve to limit or prohibit any claims that the Company, Pubco or the Merger Subs may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding any distributions to Public Shareholders). Buyer Each of the Company, Pubco and the Merger Subs agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Pubco and the Merger Subs further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the CompanyIssuer, filed with the Securities Exchange Commission on October 24, 2018 SEC (File No. 333-218341) (the “Prospectus”), and dated as of June 22, 2017. Buyer The Subscriber hereby represents and warrants and represents that it has read the Prospectus and understands that the Company Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyIssuer’s public shareholders stockholders (including overallotment shares acquired by the Issuer’s underwriters, the “Public ShareholdersStockholders”) ), and certain parties (including has read the underwriters provisions of the IPO) Prospectus relating thereto, and that, except for a portion as otherwise described in the Prospectus, the Issuer may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Common Shares in connection with the consummation of the Issuer’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of the deadline to consummate a Business Combination, (b) to the Public Stockholders if the Issuer fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts as necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Issuer after or concurrently with the consummation of a Business Combination. For and in consideration of the Company Issuer’s entering into entering into this agreement discussions with BuyerSubscriber regarding the Acquired Shares, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer Subscriber hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, to any proposed or actual business relationship between Subscriber and the Company and BuyerIssuer, this Subscription 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”). Buyer The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims it that Subscriber or its affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Issuer (including this Subscription Agreement) or its representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreementany agreement with the Issuer or its affiliates). Buyer The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company Issuer and its affiliates to induce it the Issuer to enter in into this Subscription Agreement, and Buyer the Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Issuer or its representatives, which proceeding seeks, in whole or in part, monetary relief against the Issuer or its representatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Issuer 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, the Issuer and its representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action, in the event the Issuer or its representatives, as applicable, prevails in such action or proceeding. This Section 10 will survive any termination or expiration of this Subscription Agreement and will continue with respect to claims against funds contained in the Trust Account (other than those set aside or otherwise attributable to distributions made to Public Stockholders) until such time as immediately after a Business Combination has been consummated; provided that with respect to claims involving distributions made to Public Stockholders and for transaction expenses paid (including deferred IPO underwriting discount and expenses payable to the Issuer’s underwriters in connection with the IPO), this Section 10 will survive indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Purchaser IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the Purchaser IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the Purchaser IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the Purchaser IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion as otherwise described in the Purchaser IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Ordinary Shares in connection with the consummation of the Business Combination or in connection with an amendment to the Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the Purchaser IPO, subject to extension by amendment to the Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $50,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 the Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it the Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely. Notwithstanding the foregoing, (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Purchaser for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief (but excluding (i) restitution, disgorgement or other equitable relief to the extent affecting funds in the Trust Account or (ii) funds released from the Trust Account to the Public Stockholders or any assets purchased or acquired with such funds) in connection with the consummation of the transactions contemplated hereby (including a claim for Purchaser to specifically perform its obligations under this Agreement) so long as such claim would not affect Purchaser’s ability to fulfill its obligation to effectuate any Redemptions, and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Purchaser’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding distributions to Public Stockholders).

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Stockholder each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Stockholder hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Stockholder nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerStockholder or any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Stockholder on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Stockholder each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Stockholder or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Stockholder hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Stockholder or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Stockholder and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, dated as of September 14, 2021, and filed with the Securities Exchange Commission on October 24September 16, 2018 2021 (File No. 333-258012) (the “IPO Prospectus”). Buyer The Investor hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company has established a trust account with the proceeds from its initial public offering pursuant to that certain Investment Management Trust Agreement, dated as of September 14, 2021, as it may be amended, by and between the Company and Continental Stock Transfer & Trust Company, in its capacity as trustee, as well as any other agreements entered into related to or governing such trust account (the “Trust Account”) in accordance with the IPO Prospectus containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Company’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders stockholders (including overallotment shares acquired by the Company’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders Stockholders in the event they elect to redeem ordinary their shares of the Company Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to the Company’s certificate of incorporation and bylaws, in each case as amended (the “Organizational Documents”), to extend the Company’s deadline to consummate a Business Combination, (iib) to the Public Shareholders Stockholders if the Company fails to consummate a Business Combination within 18 months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Investor hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Investor nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 the Company or any of its Representatives, on the one hand, and Buyerthe Investor or any of its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Investor on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the Company or its Affiliates). Buyer The Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its Affiliates to induce it the Company to enter in this Agreement, and Buyer the Investor further intends and understands such waiver to be valid, binding and enforceable against it and each of its Affiliates under applicable lawLaw. To the extent that the Investor or any of its Affiliates commences any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation (each, an “Action”) based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Investor hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit it or any of its Affiliates (or any Person claiming on any of their behalfs or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Investor or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to 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, the Company and its representatives, as applicable, shall be entitled to recover from the Investor and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Company or its representatives, as applicable, prevails in such Action. This Section 10.17 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Pubco and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Shareholders hereby warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to Purchaser’s shareholders in the event they elect to redeem their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organisational Documents to extend Purchaser’s deadline to consummate a portion Business Combination; (b) to Purchaser’s shareholders if Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to further extension by amendment to Purchaser’s Organisational Documents; (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes franchise or income taxes; and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, and the Company Shareholders hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco and the Company Shareholders nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company, Pubco or the Company and BuyerShareholders or any of their respective Affiliates or Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser). Buyer The Company, Pubco and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco or the Company Shareholders or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer Merger Sub 1 and Merger Sub 2, hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Merger, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents), (iiic) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser or Pubco after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not now agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of their respective Affiliates shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount, 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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”), (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, (iiic) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or Account, and (ivd) to the Company Purchaser after or concurrently with the consummation of a its Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor its Affiliates does not now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Purchaser or its Representatives, on the one hand, and the Company and Buyeror 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”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable under applicable lawLaw. To the extent the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any the Company or its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives shall be entitled to recover from the Company, its Affiliates, and the Company Shareholders, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, the Sponsor shall be deemed to be an Affiliate of Purchaser prior to the Closing. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer warrants The Target Company and represents its Representatives each hereby represent and warrant that it has they have read the IPO Prospectus and understands understand that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the IPO Underwriter and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the IPO Underwriter) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Target Company and its Representatives hereby agrees that agree on behalf of it does not and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Target Company or its Representatives nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Target Company and Buyeror any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Target Companies and its Representatives on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer agrees The Target Company and acknowledges its Representatives each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Target Company and its Representatives further intends intend and understands understand such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or its Representatives or any of their respective Affiliates commence any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Target Company and its Representatives hereby acknowledge and agree that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Target Company or its Representatives or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Target Company, its Representatives (on behalf of the Company Shareholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference The Company acknowledges that the Purchaser is made a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the final prospectus IPO Prospectus available at xxx.xxx.xxx, substantially all of the Company, filed with Purchaser assets consist of the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the cash proceeds of its the Purchaser’s initial public offering (“IPO”) and from certain private placements occurring simultaneously with of its securities and substantially all of those proceeds have been deposited in a the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 trust account for the benefit of the Company’s Purchaser, certain of its public shareholders (the “Public Purchaser Shareholders”) and certain parties (including the underwriters of the IPO) and Purchaser’s initial public offering. The Company acknowledges that it has been advised by the Purchaser that, except for a portion of the with respect to interest earned on the amounts funds held in the Trust FundAccount that may be released to the Purchaser to pay its franchise Tax, income Tax and similar obligations, the Company may disburse monies from Trust Agreement provides that cash in the Trust Fund only: Account may be disbursed only (i) to if the Public Shareholders in Purchaser completes the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the IPO Prospectus; (ii) to the Public Shareholders if the Company Purchaser fails to consummate complete a Business Combination within the applicable allotted time period and liquidates, subject to the terms of the Trust Agreement, to the Purchaser in limited amounts to permit the Purchaser to pay the costs and expenses of its liquidation and dissolution, and then to the Purchaser Shareholders; and (iii) if the Purchaser holds a shareholder vote to amend the Purchaser’s Organizational Documents to modify the substance or timing of the obligation to redeem 100% of Purchaser Ordinary Shares if the Purchaser fails to complete a Business Combination within the allotted time period, (iii) then for the Redemption of any amounts necessary to pay any taxes and for working capital purposes from the interest accrued Purchaser Ordinary Shares properly tendered in the Trust Fund or (iv) to the Company after or concurrently connection with the consummation of a Business Combinationsuch vote. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, and for other good and valuable considerationAgreement, the receipt and sufficiency of which is are hereby acknowledged, Buyer the Company hereby agrees that it does not now and shall not at any time hereafter have irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company Account and Buyer, 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 agree not to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have seek recourse against the Trust Fund (including Account or any distributions therefrom) now or in the future funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts Contracts or agreements with the Company and will not seek recourse Purchaser; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against the Purchaser for legal relief against monies or other assets held outside the Trust Fund Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for the Purchaser to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect the Purchaser’s ability to fulfill its obligation to effectuate the Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against the Purchaser’s assets or funds that are not held in the Trust Account (including any distributions therefrom) for funds that have been released from the Trust Account and any reason whatsoever (including, without limitation, for an alleged breach of this Agreementassets that have been purchased or acquired with any such funds). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24, 2018 (Sellers and the “Prospectus”). Buyer Seller Representative hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within fifteen (15) months after the closing of the IPO, which has since been extended to August 14, 2023 by amendment to the Purchaser’s Organizational Documents, and is subject to further extension by additional amendments to the Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund dissolution expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company, the Sellers and the Seller Representative xxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, the Sellers or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, 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 collectively, the “Released Claims”). Buyer Each of the Company, the Sellers and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, the Sellers and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, the Sellers and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, the Sellers or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, the Sellers and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, the Sellers or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Sellers, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. (a) Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Major Shareholders hereby represent and represents warrant that it has they have read the IPO Prospectus and understands understand that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twenty-four (24) months after the applicable time periodclosing of the IPO (or prior to any other deadline to consummate a Business Combination established pursuant to an amendment to Purchaser’s Organizational Documents), subject to an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Major Shareholders hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company and the Major Shareholders nor any of their respective Affiliates do now and 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 Fund Account or distributions thereform, or make any claim against, the Trust Fundtherefrom, 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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Major Shareholders or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Major Shareholders on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Major Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Major Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, the Major Shareholders or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Major Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 14.1(a) shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer First Merger Sub and Second Merger Sub hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 30 months after the applicable time periodclosing of the IPO, subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom prior to the Closing, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, First Merger Sub and Second Merger, or any Seller or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, First Merger Sub and Second Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Shareholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates); provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against the Purchaser or any other person (other than Public Shareholders with respect to funds released from the Trust Account pursuant to the Redemption), in each case for (i) legal relief against monies or other assets of the Purchaser held outside of the Trust Account (and any assets that have been purchased or acquired with any such funds other than distributions therefrom to its public shareholders); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 12.7 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account. Buyer agrees The Company, Pubco, First Merger Sub and acknowledges Second Merger Sub each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, First Merger Sub and Second Merger Sub any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Merger Sub and PubCo each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Catcha has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Catcha’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyCatcha’s public shareholders Shareholders (including overallotment shares acquired by Catcha’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Catcha may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Catcha Class A Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) or in connection with an amendment to Catcha’s Organizational Documents to extend Catcha’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Catcha fails to consummate a Business Combination within 36 months after the applicable time periodclosing of the IPO, subject to extension by amendment to Catcha’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes Taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Catcha after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Catcha entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Merger Sub and PubCo hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Merger Sub or PubCo nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Catcha or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Merger Sub, PubCo or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Merger Sub and PubCo on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Catcha or its Affiliates). Buyer The Company, Merger Sub and PubCo each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Catcha and its Affiliates to induce it Catcha to enter in this Agreement, and Buyer each of the Company, Merger Sub and PubCo further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, Merger Sub or PubCo or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Catcha or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Catcha or its Representatives, each of the Company, Merger Sub and PubCo hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf 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 that the Company, Merger Sub or PubCo or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Catcha or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Catcha and its Representatives, as applicable, shall be entitled to recover from the Company, Merger Sub, PubCo and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Catcha or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.”

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer and Seller Representative hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Mergers) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within the applicable time periodby October 18, 2024, subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and Seller Representative hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Shareholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer agrees The Company and acknowledges Seller Representative each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company or Seller Representative or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or Seller Representative any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Merger Sub and Parent hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Malacca has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Malacca’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyMalacca’s public shareholders (including overallotment shares acquired by Malacca’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Malacca may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of their Malacca Ordinary Shares (or Company Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the Malacca Memorandum and Articles to extend Malacca’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Malacca fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Malacca Memorandum and Articles, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Malacca after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Malacca entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Merger Sub and Parent hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Merger Sub or Parent nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, 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 collectively, the “Released Claims”). Buyer Each of the Company, Merger Sub and Parent on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Malacca or its Affiliates). Buyer The Company, Merger Sub and Parent each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Malacca and its Affiliates to induce it Malacca to enter in this Agreement, and Buyer each of the Company, Merger Sub and Parent further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, Merger Sub or Parent or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Malacca or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Malacca or its Representatives, each of the Company, Merger Sub and Parent hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Merger Sub or Parent or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Malacca or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Malacca and its Representatives, as applicable, shall be entitled to recover from the Company, Merger Sub and Parent and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Malacca or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Acquisition Entities hereby represent and represents warrant that it has read the Prospectus and understands they understand that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of the Company SPAC Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”) or in connection with a shareholder vote to amend SPAC’s Organizational Documents to modify the substance or timing of SPAC’s obligation to provide holders of SPAC Ordinary Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the SPAC Ordinary Shares if SPAC does not complete a Business Combination by the expiration of the Combination Period (as defined in the IPO Prospectus)) (assuming exercise of all available extensions pursuant to SPAC’s Organizational Documents) or with respect to any other provision relating to the rights of holders of SPAC Ordinary Shares, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within by the applicable time periodCombination Period (assuming exercise of all available extensions pursuant to SPAC’s Organizational Documents), and (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivc) to the Company SPAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither of the Company nor any of its Affiliates do now and 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 Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount, 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 any of its representatives, on the one hand, and the Company and Buyeror any of its representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company, on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund (including any distributions therefrom) Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary, (x) the Company and its Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC, the Acquisition Entities or their respective representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC, the Acquisition Entities or their respective representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds); provided, that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein, and (y) nothing herein shall limit or prohibit the Company or any of its Affiliates from pursuing a claim against SPAC or the Acquisition Entities for specific performance or other equitable relief. This Section 15.14 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Target Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Sellers’ Representatives each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Target Company and the Sellers’ Representatives hereby agrees that on behalf of it does not and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Target Company or the Sellers’ Representatives nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Target Company, this Agreement the Sellers’ Representatives or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Target Companies and the Sellers’ Representatives on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Target Company and the Sellers’ Representatives each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Target Company and the Sellers’ Representatives further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Companies or the Sellers’ Representatives or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Target Company and the Sellers’ Representatives hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Target Company or the Sellers’ Representatives or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Target Company, the Sellers’ Representatives (on behalf of the Company Shareholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 12.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to The Purchaser and the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Sponsor each hereby represents and warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of the IPO and the overallotment securities acquired by its initial public offering (“IPO”) underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including without limitation interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including without limitation overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) ), and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundProspectus or set forth in the SPAC’s Organizational Documents, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their SPAC shares of the Company in connection with the consummation of the Company’s a Business Combination or in connection with an extension of its deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within twenty-four (24) months after the applicable time periodclosing of the IPO, subject to extension by an amendment to SPAC’s Organizational Documents, (iiic) 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 for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Purchaser and the Sponsor each hereby agrees that on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither it does not nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including without any 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 Company one hand, and Buyerthe Purchaser and the Sponsor (as the case may be) or its Representatives, this Agreement 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 liability, except as expressly provided in any future definitive transaction document between SPAC and the Purchaser or to the extent the SPAC completes a Business Combination and funds are release to the SPAC from the Trust Account in accordance with the terms of the Trust Agreement (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Purchaser and the Sponsor each on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Affiliates may have against the Trust Fund 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 the Company SPAC or its Representatives and will not seek recourse against the Trust Fund Account (including without limitation any distributions therefrom) for any reason whatsoever (including, including without limitation, limitation for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer The Purchaser and the Sponsor each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in into this Agreement, and Buyer the Purchaser and the Sponsor each further intends and understands such waiver to be valid, binding and enforceable against each of the Purchaser and the Sponsor and their respective Affiliates under applicable lawLaw. To the extent the Purchaser, the Sponsor and their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to any Released Claims, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Purchaser and the Sponsor each hereby acknowledges and agrees that the sole remedy of the Purchaser, the Sponsor and their respective Affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit the Purchaser, the Sponsor and their respective 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 without limitation any distributions therefrom) or any amounts contained therein. In the event the Purchaser, the Sponsor or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in part, relief against the Trust Account (including without limitation any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the Purchaser or the Sponsor (as applicable) and their respective 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.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of the CompanyPurchaser’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an Extension, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within fifteen (15) months after the applicable time periodclosing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for working capital purposes from up to $100,000 in dissolution expenses if the interest accrued in Purchaser fails to consummate a Business Combination and the Trust Fund Purchaser is dissolved according to its Organizational Documents, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. Notwithstanding the foregoing, nothing contained in this Section 8.1 shall serve to limit or prohibit (x) the Company’s right to pursue a claim for a breach for legal relief against assets held outside the Trust Account, for specific performance or other non-monetary relief, or (y) any claims that the Company may have in the future against assets or funds that are not held in the Trust Account (including any funds that have been released from such trust account and any assets that have been purchased or acquired with any such funds). This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, which has since been extended to October 20, 2020, and will upon the Required Extension be further extended to February 22, 2021, and is subject to further extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders stockholders (including overallotment shares acquired by the SPAC’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their SPAC Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the SPAC’s Organizational Documents to extend the SPAC’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO, subject to extension, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes Taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 the Company SPAC or any of its Representatives, on the one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the SPAC or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it the SPAC to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the SPAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the SPAC and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Shareholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the SPAC or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Class A Common Stock in connection with the consummation of its Business Combination or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely. Notwithstanding the foregoing, (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Purchaser for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief (but excluding (i) restitution, disgorgement or other equitable relief to the extent affecting funds in the Trust Account or (ii) funds released from the Trust Account to the Public Stockholders or any assets purchased or acquired with such funds) in connection with the consummation of the transactions contemplated hereby (including a claim for Purchaser to specifically perform its obligations under this Agreement) so long as such claim would not affect Purchaser’s ability to fulfill its obligation to effectuate the Redemptions, and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Purchaser’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding distributions to Public Stockholders).

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus other than SEC Reports, the Purchaser’s Organizational Documents, and the Trust Agreement and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the IPO Underwriter and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the IPO Underwriter) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of the CompanyPurchaser’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO, subject to an Extension, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently simultaneously with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this Agreement or any other agreement with Purchaser or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company or its Affiliates from pursuing a claim against the Purchaser, Denali Merger Sub, Longevity Merger Sub or any other Person for legal relief against monies or other assets of the Purchaser, Denali Merger Sub, or Longevity Merger Sub held outside of the Trust Account of for specific performance or other equitable relief in connection with the transactions contemplated by this Agreement). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which Proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents The Purchaser hereby acknowledges that it has read the Prospectus and understands is aware that the Company has established will cause Opco to establish a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 Account for the benefit of the Company’s public shareholders stockholders and the holders of Class A Units (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of other than the Company’s Business Combination) upon the IPO Closing. The Purchaser, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time periodfor itself and its affiliates, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any has no right, title, interest or claim of any kind in or to any monies held in the Trust Fund or distributions thereformAccount, or make any other asset of the Company or Opco as a result of any liquidation of the Company or Opco, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares or Class Units of Opco held by the Purchaser. The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim againstof any kind (“Claim”) to, or to any monies in, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matterAccount, 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 “Claims”). Buyer hereby irrevocably waives any Claims Claim to, or to any monies in, the Trust Account that it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result offuture, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares or arising out ofClass A Units of Opco held by the Purchaser. In the event the Purchaser has any Claim against the Company under this Agreement, any negotiations, contracts or agreements with the Purchaser shall pursue such Claim solely against the Company and will its assets outside the Trust Account and not seek recourse against the property or any monies in the Trust Fund (including Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach Public Shares or Class A Units of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon Opco held by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable lawPurchaser.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with Pubco, Merger Sub, the Securities Exchange Commission on October 24, 2018 (Seller Representative and the “Prospectus”). Buyer Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 15 months after the applicable time periodclosing of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub, Seller and the Seller Representative hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub, the Seller Representative and the Seller nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, Merger Sub, the Seller Representative or the Seller or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub, the Seller Representative and the Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Shareholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub, the Seller Representative and the Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub, the Seller Representative and the Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, Merger Sub, the Seller Representative or the Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, Merger Sub, the Seller Representative and the Seller hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, Merger Sub, the Seller Representative or the Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, Merger Sub, the Seller Representative and the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with Company Entities and each Seller and the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and Seller Representative understands that the Company JWAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by JWAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyJWAC’s public shareholders stockholders (including overallotment shares acquired by JWAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, JWAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of JWAC Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to JWAC’s Organizational documents to extend JWAC’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if JWAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO (provided such date may be extended by up to an additional six (6) months), subject to further extension by amendment to JWAC’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and up to $50,000 for working capital purposes from the interest accrued in the Trust Fund or dissolution expenses, and (ivd) to the Company JWAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into JWAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company Entities and each Seller and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company Entities or any Seller or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom made directly or indirectly to Public Stockholders (“Public Stockholder Distributions”), or make any claim against, against the Trust FundAccount (including any Public Stockholder 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 JWAC or any of its Representatives, on the one hand, and the Company and BuyerEntities or any Seller or the Seller Representative or any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company Entities, each Seller and the Seller Representative, each on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company JWAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Stockholder Distributions) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with JWAC or its Affiliates). Buyer The Company Entities and each Seller and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company JWAC and its Affiliates to induce it JWAC to enter in this Agreement, and Buyer each of the Company Entities and each Seller and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary in this Section 12.1, but otherwise subject to the terms of this Agreement, (A) the Company Entities or any Seller or the Seller Representative or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to JWAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against JWAC or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds other than the Public Stockholder Distributions); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or Public Stockholder Distributions, and (B) nothing in this Section 12.1 shall limit or prohibit the Company Entities, any Seller or the Seller Representative or any of their respective Affiliates from pursuing a claim against JWAC for specific performance or other equitable relief. This Section 12.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company Stockholder each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser's underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by the Purchaser's underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within 18 months after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Stockholder hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Stockholder nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerStockholder or any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Stockholder on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Stockholder each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Stockholder or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Stockholder hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Stockholder or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Stockholder and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer warrants The Company and represents that it has read the Prospectus and understands that the Company Representative each hereby acknowledges that Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account prior to the Closing only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes Taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Company Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Company Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerRepresentative or any of their respective Representatives, this Agreement on the other hand, or any other matter, and regardless of whether such claim arises based on contractContract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Company Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements Contracts with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Company Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Company Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Company Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Company Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Company Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Company Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Each Party acknowledges and represents agrees that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only in the manner described in the IPO Prospectus: (a) to the SPAC Shareholders in the event they elect to redeem their SPAC Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus, the “Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to the Business Combination Deadline, (b) to the SPAC Shareholders if SPAC fails to consummate a portion of Business Combination by the Business Combination Deadline, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes Taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby the Company, on behalf of itself and its Affiliates, acknowledges and agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom to SPAC’s public shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to SPAC’s public shareholders), 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 any of its Representatives, on the one hand, and the Company and Buyeror any Company Affiliate, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer The Company, on behalf of itself and its Affiliates, hereby irrevocably waives any Trust Account Released Claims that it or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to SPAC’s public shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against it and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit it or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to SPAC’s public shareholders) or any amounts contained therein. Notwithstanding the foregoing, the Trust Account Released Claims and related waivers will not limit or prohibit the Company from (i) pursuing a claim against SPAC, Merger Sub or any other person for (A) specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any redemption pursuant to the Redemption Rights)) or (B) for damages (subject to the provisions of this Agreement) for breach of this Agreement against SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and SPAC consummates a Business Combination with another Person or (ii) being entitled to the use of any remaining amounts in the Trust Account following the transactions contemplated by Section 6.21(b).

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the CompanyCompany and Merger Sub hereby acknowledges that pursuant to the IPO Prospectus, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company OceanTech has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by OceanTech’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyOceanTech’s public shareholders (including overallotment shares acquired by OceanTech’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company OceanTech may disburse monies from the Trust Fund Account, only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their OceanTech Class A Stock in connection with the consummation of OceanTech’s initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to OceanTech’s Organizational Documents to extend OceanTech’s deadline to consummate a Business Combination, (ii) to the Public Shareholders if the Company OceanTech fails to consummate a Business Combination (b) within eighteen (18) months after the applicable time periodclosing of the IPO, subject to extension as described in the Prospectus relating to OceanTech’s IPO and any further extensions which may be approved by OceanTech’s stockholders, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes Taxes and for working capital purposes from the up to $100,000 of interest accrued in the Trust Fund or to pay dissolution expenses, (ivd) to the Company OceanTech after or concurrently with the consummation of a Business Combination, and (e) OceanTech Transaction Expenses. For and in consideration of the Company entering into OceanTech entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and Merger Sub hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or Merger Sub nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, 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 collectively, the “Released Claims”). Buyer Each of the Company and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with OceanTech or its Affiliates). Buyer The Company and Merger Sub each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company OceanTech and its Affiliates to induce it OceanTech to enter in this Agreement, and Buyer each of the Company and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or Merger Sub or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to OceanTech or its Representatives, which proceeding seeks, in whole or in part, monetary relief against OceanTech or its Representatives, each of the Company and Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against OceanTech pursuant to this Agreement for legal relief against monies or other assets of OceanTech held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions contemplated in this Agreement and the Ancillary Documents or for intentional fraud in the making of the representations and warranties in Article III. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO (or up to 18 months, if Purchaser automatically extends the time to complete a business combination as described in its Prospectus), subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative xxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf 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 that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24Company Representative, 2018 (the “Prospectus”). Buyer SPAC Representative and Merger Sub hereby represents and warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company SPAC may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their SPAC Class A Shares in connection with the consummation of its initial business combination (as such term is used in the Company’s IPO Prospectus) (“Business Combination”) or in connection with a shareholder vote to amend SPAC Organizational Documents to modify the substance or timing of SPAC’s obligation to provide holders of SPAC Class A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of SPAC Class A Shares if SPAC does not complete a Business Combination within 18 months from the closing of the IPO or with respect to any other provision relating to the rights of holders of SPAC Class A Shares, (iib) to the Public Shareholders if the Company SPAC fails to consummate a Business Combination within 18 months after the applicable time periodclosing of the IPO, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, the Company Representative, the SPAC Representative and Merger Sub hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, the Company Representative, the SPAC Representative or Merger Sub nor any of their respective Affiliates do now and 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 Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount, 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 any of its Representatives, on the one hand, and the Company, the Company and BuyerRepresentative, this Agreement the SPAC Representative or Merger Sub or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, the Company Representative, the SPAC Representative and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund (including any distributions therefrom) Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer The Company, the Company Representative, the SPAC Representative and Xxxxxx Sub each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer each of the Company, the Company Representative, the SPAC Representative and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary, (A) the Company, the Company Representative, the SPAC Representative and Merger Sub or any of their respective Affiliates may commence 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, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds but excluding any distributions to Public Shareholders); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or any distributions to Public Shareholders, and (B) nothing herein shall limit or prohibit the Company, the Company Representative, the SPAC Representative and Merger Sub or any of their respective Affiliates from pursuing a claim against SPAC for specific performance or other equitable relief. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative hxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the Purchaser’s Organizational Documents to extend the Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 12 months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 the Company Purchaser or any of its Representatives, on the one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it the Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer First Merger Sub and Second Merger Sub hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) Shareholders and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary their shares of Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within nine (9) months after the applicable time periodclosing of the IPO (provided such date may be extended by up to an additional twelve (12) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes franchise or income taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby agrees that it does not agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, First Merger Sub and Second Merger, or any Seller or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, Pubco, First Merger Sub and Second Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromto Public Shareholders) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer agrees ; provided, however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against Purchaser or any other person (other than Public Shareholders with respect to funds released from the Trust Account pursuant to the Redemption), in each case for (i) legal relief against monies or other assets of Purchaser held outside of the Trust Account (and acknowledges any assets that have been purchased or acquired with any such funds other than distributions therefrom to its Public Shareholders); (ii) specific performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 11.7 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account; such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, First Merger Sub and Second Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, First Merger Sub and Second Merger Sub any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within fifteen (15) months after the applicable time periodclosing of the IPO, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller Representative hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative (on behalf of the Company Stockholders) and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Company Entities and represents that it has read the Prospectus and each Seller understands that the Company HUDA has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by HUDA’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyHUDA’s public shareholders stockholders (including overallotment shares acquired by HUDA’s underwriters) (the “Public ShareholdersStockholders”) and certain parties that HUDA may disburse monies from the Trust Account only: (including a) to the underwriters Public Stockholders in the event they elect to redeem their shares of HUDA Common Stock (or Pubco Ordinary Shares upon the IPOMerger) and thatin connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to HUDA’s Organizational documents to extend HUDA’s deadline to consummate a Business Combination, except for (b) to the Public Stockholders if HUDA fails to consummate a portion of the Business Combination by January 18, 2025 (provided such date may be extended by up to an additional nine (9) months to October 18, 2025), subject to further extension by amendment to HUDA’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and up to $100,000 for working capital purposes from the interest accrued in the Trust Fund or dissolution expenses, and (ivd) to the Company HUDA after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into HUDA entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company Entities and each Seller hereby agrees that it does not on behalf of itself and its Subsidiaries that, notwithstanding anything to the contrary in this Agreement, none of the Company Entities or any Seller nor any of their respective Subsidiaries do now and 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 Fund Account or distributions thereformtherefrom made to Public Stockholders (“Public Distributions”), or make any claim against, against the Trust FundAccount (including any Public Distributions), regardless of whether such claim arises as a result ofin any case, in based upon, related to or in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matterthe transactions contemplated hereby, 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 collectively, the “Released Claims”). Buyer Each of the Company Entities and each Seller, on behalf of itself and its Subsidiaries, hereby irrevocably waives any Released Claims it that any such Party or any of its Subsidiaries may have against the Trust Fund Account (including any distributions therefromPublic Distributions) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefromPublic Distributions) for any reason whatsoever (includingReleased Claims. Notwithstanding anything herein to the contrary in this Section 11.1, without limitation, for an alleged breach but otherwise subject to the terms of this Agreement, (A) the Company Entities or any Seller or any of their respective Subsidiaries may commence any Action upon, in connection with, relating to or arising out of any matter relating to HUDA or its Representatives, which proceeding seeks, in whole or in part, monetary relief against HUDA or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds other than the Public Distributions). Buyer agrees and acknowledges ; provided that such irrevocable waiver is material claim shall not permit such Party or any of its Subsidiaries (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or Public Distributions, and (B) nothing in this Section 11.1 shall limit or prohibit the Company Entities, any Seller or any of their respective Subsidiaries from pursuing a claim against HUDA for specific performance or other equitable relief. This Section 11.1 shall survive termination of this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable lawfor any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24, 2018 (Company Shareholders and the “Prospectus”). Buyer Company Representative hereby each represents and warrants and represents that it it/he has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Business Combination, the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within twelve (12) months after the End Date of the IPO (provided such date may be extended by an additional six (6) months), subject to further extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby the Company, each Company Shareholder, and the Company Representative hxxxxx agrees that it does not on behalf of themselves and their Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, any Company Shareholder, or the Company Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the one hand, and the Company, the Company and BuyerRepresentative or any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company, each Company Shareholder, and the Company Representative on behalf of themselves and their Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company hereunder and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, each Company Shareholder, and the Company Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company, each Company Shareholder, and the Company Representative each further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that any Party or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to this Agreement or Transactions, which proceeding seeks, in whole or in part, monetary relief against the Trust Account, the Parties each hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalf or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that any Party or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to this Agreement and the Transactions 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, the Party or parties defending such claim, shall be entitled to recover from the Party commencing such Action the associated legal fees and costs in connection with any such Action, in the event the Party defending such Action prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer warrants Merger Sub and represents each Seller hereby acknowledges that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (including any successors after the Merger, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of their Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Company Merger) in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, (iiic) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company, Pubco, Merger Sub and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub, or any Seller nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement Pubco, Merger Sub, or any Seller or their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer The Company, Pubco, Merger Sub and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company, Pubco, Merger Sub and each Seller each further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company, Pubco, Merger Sub and the Sellers each hereby acknowledge and agree that such Party’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, Merger Sub or any Seller commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, Merger Sub and the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants Each Party acknowledges and represents agrees that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) SPAC Shareholders and that, except for as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only in the manner described in the IPO Prospectus: (a) to SPAC Shareholders in the event they elect to redeem their shares of SPAC Shares (or Holdings Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus, the “Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a portion Business Combination, (b) to SPAC Shareholders if the SPAC fails to consummate a Business Combination within the time period specified in the SPAC Organizational Documents after the closing of the IPO, subject to further extension as described by the IPO Prospectus, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes Taxes and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees each of Holdings, the Company and the Company Shareholders, on behalf of themselves and the other Company Affiliates, acknowledge and agree that it does they do not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account or distributions thereformtherefrom to SPAC’s public shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to SPAC’s public shareholders), 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 any of its Representatives, on the one hand, and the Company, Holdings or the Company and BuyerShareholders or any Company Affiliate, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer Each of the Company, Holdings and the Company Shareholders, on behalf of itself and its Affiliates, hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to SPAC’s public shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC). Buyer The Company, Holdings and the Company Shareholders each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC to induce it SPAC to enter in this Agreement, and Buyer each of the Company, Holdings and the Company Shareholders further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Holdings or the Company Shareholders or any of their respective 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, each of the Company, Holdings and the Company Shareholders hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account (including any funds that have been released from the Trust Account or any assets that have been purchased or acquired with any such funds) and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to SPAC’s public shareholders) or any amounts contained therein. Notwithstanding the foregoing, the Trust Account Released Claims and related waivers will not limit or prohibit the Company or any Company Shareholder from (i) pursuing a claim against SPAC, Merger Sub or any other person for (A) specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to any redemption pursuant to the Redemption Rights)) or (B) for damages (subject to the provisions of this Agreement) for breach of this Agreement against SPAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and SPAC consummates a Business Combination with another Person or (ii) being entitled to the use of any remaining amounts in the Trust Account following the transactions contemplated by Section 9.20(b).

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters, the “Public Shareholders”) and certain parties (including the underwriters of the IPO) ), and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Class A Ordinary Shares in connection with the consummation of Purchaser’s initial business combination (as such term is used in the Company’s IPO Prospectus) (the “Business Combination”) or in connection with an Extension of its deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within fifteen months after the applicable closing of the IPO (or (x) up to 21 months if Purchaser extends the time periodto complete a Business Combination as further described in the IPO Prospectus or (y) any later date permitted pursuant to an Extension), (iiic) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund liquidation expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with BuyerAgreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or its Representatives, on the one hand, and the Company and Buyeror its Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as as, the “Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that the Company or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of 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 that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, and its Affiliates the associated legal fees and costs in connection with any such Action, in the event that Purchaser or its Representatives, as applicable, prevails in such Action. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of the Purchaser Parties prior to the Closing. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within eighteen (18) months after the applicable time periodclosing of the IPO, which has since been extended, upon the execution and delivery of this Agreement, to July 31, 2021, and subject to further extension by amendment to Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and for up to $100,000 in working capital purposes from the interest accrued in the Trust Fund or obligations, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and the Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company and the Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company and the Seller hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 9.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of IPO Prospectus. The Company and the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Seller Representative each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by the Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to the Purchaser’s Organizational Documents to extend the Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within 21 months after the applicable time periodclosing of the IPO, subject to extension by amendment to the Purchaser’s Organizational Documents, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby each of the Company and the Seller Representative xxxxxx agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or the Seller Representative nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 the Company Purchaser or any of its Representatives, on the one hand, and Buyerthe Company, this Agreement the Seller Representative or any of their respective 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and the Seller Representative on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the Purchaser or its Affiliates). Buyer The Company and the Seller Representative each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it the Purchaser to enter in this Agreement, and Buyer each of the Company and the Seller Representative further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or the Seller Representative or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Purchaser or its Representatives, each of the Company and the Seller Representative hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or the Seller Representative or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller Representative and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held as otherwise described in the Trust FundIPO Prospectus, the Company Purchaser may disburse monies from the Trust Fund Account only: (ia) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company their Purchaser Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the CompanyIPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a Business Combination, (iib) to the Public Shareholders if the Company Purchaser fails to consummate a Business Combination within twelve (12) months after the applicable time periodclosing of the IPO, subject to extension, (iiic) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom to Purchaser’s shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to Purchaser’s shareholders), 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 Purchaser or any of its Representatives, on the one hand, and the Company and Buyeror any of its respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to Purchaser’s shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromtherefrom to Purchaser’s shareholders) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or any amounts contained therein. In the event that the Company or any of its respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to Purchaser’s shareholders) or the Public Shareholders, whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company and its respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section ‎10.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus IPO Prospectus. Each of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer Company and Merger Sub hereby represents and warrants and represents that it has read the Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders stockholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for 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 Class A Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with a portion stockholder vote to amend SPAC Organizational Documents to modify the substance or timing of SPAC’s obligation to provide holders of SPAC Class A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of SPAC Class A Shares if SPAC does not complete a Business Combination within 12 months from the closing of the IPO or with respect to any other provision relating to the rights of holders of SPAC Class A Shares, (b) to the Public Stockholders if SPAC fails to consummate a Business Combination within 12 months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes income Taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination, in each case, subject to the Trust Agreement. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company and Merger Sub hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or Merger Sub nor any of their respective Affiliates do now and 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 Fund or distributions thereformAccount, or make any claim against, against the Trust FundAccount, 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 any of its Representatives, on the one hand, and the Company and Buyeror Merger Sub or any of their respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company and Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund (including any distributions therefrom) Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund (including any distributions therefrom) Account for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with SPAC or its Affiliates). Buyer The Company and Merger Sub each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it SPAC to enter in this Agreement, and Buyer each of the Company and Merger Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. Notwithstanding anything herein to the contrary, (A) the Company and Merger Sub or any of their respective Affiliates may commence 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, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account and assets that are acquired with such funds but excluding any distributions to Public Stockholders); provided that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any claim against the Trust Account or any amounts contained therein or any distributions to Public Stockholders, and (B) nothing herein shall limit or prohibit the Company and Merger Sub or any of their respective Affiliates from pursuing a claim against SPAC for specific performance or other equitable relief. This Section 9.1 shall survive termination of this Agreement for any reason.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Pubco, 2018 (the “Prospectus”). Buyer Merger Sub and each Seller hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment securities acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment securities acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund dissolution expenses, or (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, Pubco, Merger Sub and each Seller hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco, Merger Sub or any Seller nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, 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 collectively, the “Released Claims”). Buyer Each of the Company, Pubco, Merger Sub and each Seller on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, Pubco, Merger Sub and each Seller each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, Pubco, Merger Sub and each Seller further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, Merger Sub and each Seller hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company, Pubco, Merger Sub or any Seller or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, Pubco, Merger Sub and the Sellers and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the IPO Prospectus. The Company, filed with the Securities Exchange Commission on October 24Seller, 2018 (and the “Prospectus”). Buyer Seller Parent each hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company Purchaser has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanyPurchaser’s public shareholders stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s Organizational Documents to extend Purchaser’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twelve (12) months (or up to eighteen (18) months as disclosed in the IPO prospectus) after the closing of the IPO, subject to extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued up to $100,000 in the Trust Fund or dissolution expenses, and (ivd) to the Company Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into Purchaser entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer each of the Company, the Seller, and the Seller Parent hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, the Seller, the Seller Parent nor any of their respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom, or make any claim against, against the Trust FundAccount (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 Purchaser or any of its Representatives, on the Company one hand, and Buyerthe Company, this Agreement the Seller, the Seller Parent or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity equity, or any other theory of legal liability (any and all such claims are collectively referred to hereafter as collectively, the “Released Claims”). Buyer Each of the Company, the Seller, and the Seller Parent on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company Purchaser or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefrom) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with Purchaser or its Affiliates). Buyer The Company, the Seller, and the Seller Parent each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company Purchaser and its Affiliates to induce it Purchaser to enter in this Agreement, and Buyer each of the Company, the Seller, and the Seller Parent further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company, the Seller, and the Seller Parent or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, the Seller, and the Seller Parent hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on behalf 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 that the Company, the Seller, the Seller Parent, or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser 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, Purchaser and its Representatives, as applicable, shall be entitled to recover from the Company, the Seller, the Seller Parent, and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “IPO Prospectus”). Buyer The Company hereby represents and warrants and represents that it has read the IPO Prospectus and understands that the Company SPAC has established a trust account the Trust Account containing the proceeds of its initial public offering (“IPO”) the IPO and the overallotment shares acquired by the SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (collectively, with including interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the CompanySPAC’s public shareholders stockholders (including overallotment shares acquired by the SPAC’s underwriters) (the “Public ShareholdersStockholders”) and certain parties (including the underwriters of the IPO) and that, except for 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 Common Stock in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend the SPAC’s deadline to consummate a portion Business Combination, (b) to the Public Stockholders if the SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension, (c) with respect to any interest earned on the amounts held in the Trust FundAccount, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay for any taxes taxes, and for working capital purposes from the interest accrued in the Trust Fund or (ivd) to the Company SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into SPAC entering into this agreement with Buyer, Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer the Company hereby agrees that it does not on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its respective Affiliates do now and 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 Fund Account or distributions thereformtherefrom to the SPAC’s shareholders, or make any claim against, against the Trust FundAccount (including any distributions therefrom to the SPAC’s shareholders), 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 SPAC or any of its Representatives, on the one hand, and the Company and Buyeror any of its respective Representatives, this Agreement 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 (any and all such claims are collectively referred to hereafter as collectively, the “Trust Account Released Claims”). Buyer The Company on behalf of itself and its Affiliates hereby irrevocably waives any Trust Account Released Claims it that any such Party or any of its Affiliates may have against the Trust Fund Account (including any distributions therefromtherefrom to the SPAC’s shareholders) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company SPAC or its Representatives and will not seek recourse against the Trust Fund Account (including any distributions therefromtherefrom to the SPAC’s shareholders) for any reason whatsoever (including, without limitation, including for an alleged breach of this AgreementAgreement or any other agreement with the SPAC or its Affiliates). Buyer The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company SPAC and its Affiliates to induce it the SPAC to enter in this Agreement, and Buyer the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable lawLaw. To the extent that the Company or any of its respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to the SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom to the SPAC’s shareholders) or any amounts contained therein. In the event that the Company or any of its respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to the SPAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom to the SPAC’s shareholders) or the Public Stockholders, whether in the form of money damages or injunctive relief, the SPAC and its Representatives, as applicable, shall be entitled to recover from the Company and its respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event the SPAC or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this Agreement for any reason and continue indefinitely.