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.