Common use of Waiver of Claims Against Trust Clause in Contracts

Waiver of Claims Against Trust. Seller understands that, as described in the final prospectus of Purchaser, dated as of March 15, 2018, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2018 (File No. 333-223098) (the “IPO Prospectus”), Purchaser has established a trust account (the “Trust Account”) containing the proceeds of Purchaser’s initial public offering (the “IPO”) and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser’s public stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Stockholders”) and that, except 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 (or Pubco upon consummation of the Closing) 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 Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO or prior to any other deadline to consummate a Business Combination established pursuant to an amendment to Purchaser’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, and (d) to Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into this Exchange Agreement and the Business Combination Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Exchange Agreement, neither of Seller nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Exchange Agreement or the Business Combination Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and Seller or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Seller on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Seller or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Exchange Agreement, the Business Combination Agreement or any other agreement with Purchaser or its affiliates). Seller agrees and acknowledges that such irrevocable waiver is material to this Exchange Agreement and specifically relied upon by Purchaser and its affiliates to induce Purchaser to enter in this Exchange Agreement and the Business Combination Agreement, and Seller further intends and understands such waiver to be valid, binding and enforceable against Seller and each of its affiliates under applicable law. To the extent that Seller or any of its affiliates commences any claim, action, litigation or other legal 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, 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 Seller or any of its affiliates (or any person or entity 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 4.3 shall survive termination of this Exchange Agreement for any reason and continue indefinitely.

Waiver of Claims Against Trust. Seller understands that, as described in Reference is made to the final prospectus of PurchaserSPAC, dated as of March 15July 20, 2018, 2021 and filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2018 SEC (File No. 333-223098257185) on July 22, 2021 (the “IPO Prospectus”), . The Purchaser and the Sponsor each hereby represents and warrants that it has read the Prospectus and understands that SPAC has established a trust account (the “Trust Account”) Account containing the proceeds of Purchaser’s initial public offering (the “IPO”) IPO and the overallotment shares securities acquired by Purchaser’s its underwriters and from certain private placements occurring simultaneously with the IPO (including without limitation interest accrued from time to time thereon) for the benefit of PurchaserSPAC’s public stockholders shareholders (including without limitation overallotment shares acquired by PurchaserSPAC’s underwriters) (, the “Public StockholdersShareholders”) ), and that, except as otherwise described in the IPO Prospectus, Purchaser SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders Shareholders in the event they elect to redeem their SPAC shares of Purchaser (or Pubco upon consummation of the Closing) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“a Business Combination”) Combination or in connection with an amendment to Purchaser’s organizational documents to extend Purchaser’s extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders Shareholders if the Purchaser SPAC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO or prior IPO, subject to any other deadline to consummate a Business Combination established pursuant to extension by an amendment to PurchaserSPAC’s organizational documentsOrganizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, and taxes or (d) to Purchaser SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser SPAC entering into this Exchange Agreement and the Business Combination Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller the Purchaser and the Sponsor each hereby agrees on behalf of itself and its affiliates Affiliates that, notwithstanding anything to the contrary in this Exchange Agreement, neither of Seller it nor any of its affiliates Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including 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 Exchange Agreement or the Business Combination Agreement or any proposed or actual business relationship between Purchaser SPAC or any of its Representatives, on the one hand, and Seller the Purchaser and the Sponsor (as the case may be) or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability 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 released to the SPAC from the trust account in accordance with the terms of the Trust Agreement (collectively, the “Released Claims”). Seller The Purchaser and the Sponsor each on behalf of itself and its affiliates Affiliates hereby irrevocably waives any Released Claims that Seller it or any of its affiliates Affiliates may have against the Trust Account (including without limitation any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser SPAC or its Representatives and will not seek recourse against the Trust Account (including without limitation any distributions therefrom) for any reason whatsoever (including without limitation for an alleged breach of this Exchange Agreement, the Business Combination Agreement or any other agreement with Purchaser SPAC or its affiliatesAffiliates). Seller The Purchaser and the Sponsor each agrees and acknowledges that such irrevocable waiver is material to this Exchange Agreement and specifically relied upon by Purchaser SPAC and its affiliates Affiliates to induce Purchaser SPAC to enter in into this Exchange Agreement and the Business Combination Agreement, and Seller the Purchaser and the Sponsor each further intends and understands such waiver to be valid, binding and enforceable against Seller and each of its affiliates the Purchaser and the Sponsor and their respective Affiliates under applicable law. To the extent that Seller or any of its affiliates the Purchaser, Sponsor and their respective Affiliates commences any claim, action, litigation action or other legal proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representativesany Released Claims, which proceeding seeks, in whole or in part, monetary relief against Purchaser SPAC or its Representatives, Seller the Purchaser and the Sponsor each hereby acknowledges and agrees that its and its affiliates’ the sole remedy of Purchaser, Sponsor and their respective Affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit Seller or any of its affiliates Purchaser, Sponsor and their respective Affiliates (or any person or entity claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom) or any amounts contained therein. This Section 4.3 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 survive termination of this Exchange Agreement for 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 reason and continue indefinitelysuch action, in the event SPAC or its Representatives, as applicable, prevails in such action or proceeding.