Common use of Xxxx and Xx Clause in Contracts

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated into the above-referenced account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (Company, and solely with respect to the Deferred Discount)), the [Underwriters], shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Underwriters will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate certificate] of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a [joint written instruction signed by the Company and the Representatives Underwriters] with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of express instructions to pay the Deferred Discount to the Representatives from the Trust Account directly to the account or accounts directed by the Underwriters (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such the notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Fortress Value Acquisition Corp. IV By: Name: Title: cc: X.X. Xxxxxx Deutsche Bank Securities Inc. BofA Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. PJT Partners LP Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Replay Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventyforty-two eight (7248) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx JPMorgan Chase Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate certificate] of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Replay Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Intelligent Medicine Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Intelligent Medicine Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx Cantor Xxxxxxxxxx & Co. LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Xxxxxxxx] Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date·], 2022. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Xxxxxxx & Co. LLC awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. II By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx SecuritiesEarlyBirdCapital, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx SecuritiesEarlyBirdCapital, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Itiquira Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[ ], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account Trust Account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders shareholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Itiquira Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. Citigroup Global Markets Inc. UBS Securities LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Pine Island Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Pine Island Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance KKR Acquisition Holdings I, Inc. I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance KKR Acquisition Holdings I, Inc. I Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 0 Xxxxx 1 Stxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. II (“the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________●] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date●], 2022. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Xxxxxxx & Co. LLC awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. II By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx SecuritiesEarlyBirdCapital, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Figure Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 18, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) in advance of the actual date of fixed for the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the its Chief Executive Officer, Chief Financial Officer or Chief Operating Officer (the “Vote Verification Certificate”), which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held, and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification Notification, the Vote Verification Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee you of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the such original Consummation Date as set forth in such notice or as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 19, 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]). The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated into the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (Company, and solely with respect to the Deferred Discount)), the Underwriter, shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the said trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Underwriter will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) ), and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Shareholders who have properly exercised their redemption rights and payment of express instructions to pay the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Generation Asia I Acquisition Limited By: Name: Title: cc: X.X. Xxxxxx SecuritiesNomura Securities International, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxx. & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Maxim Group LLC (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Maxim Group LLC from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. ClimateRock By: Name: Per Regnarsson Title: ccChief Executive Officer Agreed and acknowledged by: X.X. Xxxxxx Securities, Maxim Group LLC Xxxxxx Xxxxxxx & Co. LLC Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. UTA Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________December 1, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to a segregated into the above-referenced trust operating account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA) LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx JPMorgan Chase Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Representative will not earn any interest or dividendsinterest. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such the notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. UTA Acquisition Corporation By: Name: Title: cc: X.X. Xxxxxx Securities, Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC EXHIBIT B [Letterhead of Company] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLetter [Insert date]

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Capstar Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Capstar Special Purpose Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Fortress Value Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 4, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated into the above-referenced account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (Company, and solely with respect to the Deferred Discount)), the [Underwriters], shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Underwriters will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate certificate] of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a [joint written instruction signed by the Company and the Representatives Underwriters] with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of express instructions to pay the Deferred Discount to the Representatives from the Trust Account directly to the account or accounts directed by the Underwriters (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such the notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Fortress Value Acquisition Corp. III By: Name: Title: cc: X.X. Xxxxxx Deutsche Bank Securities Inc. BofA Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Maxim Group LLC (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Maxim Group LLC from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. ClimateRock By: Name: Per Regnarsson Title: ccChief Executive Officer Agreed and acknowledged by: X.X. Xxxxxx Securities, Maxim Group LLC Xxxxxx Xxxxxxx & Co. LLC Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings IFirst Light Acquisition Group, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated into the above-referenced trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (Company, and solely with respect to the Deferred Discount, Guggenheim Securities, LLC (the “Underwriter”)), shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Underwriter will not earn any interest or dividendsinterest. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of express instructions to pay the Deferred Discount to the Representatives from the Trust Account directly to the account or accounts directed by the Underwriter (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such the notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings IFirst Light Acquisition Group, Inc. By: Name: Title: cc: X.X. Xxxxxx Guggenheim Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA), LLC and Xxxxxx, Xxxxxxxx & Company, Incorporated (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp II By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. OCA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 14, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. OCA Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx SecuritiesXxxxxx, LLC Xxxxxx Xxxxxxx Xxxxxxxx & Co. LLC Company, Incorporated Nomura Securities International, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Xxxxxx Ventures Acquisition Co. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________March [ ], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ 🌑 ] (the “Target Business”) to consummate complete a business combination with the Target Business (the “Business Combination”) on or about [insert date[ 🌑 ]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation completion of the Business Combination (the “Consummation Completion Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the proceeds to a segregated the above- referenced account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank N.A., to the effect that, on the Consummation Completion Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Completion Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Completion Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummatedcompleted, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive Officer, Officer or Chief Financial Officer of the Company which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held stockholders in connection with the Business Combination and (b) a joint written instruction signed by the Company and the Representatives instructions with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”)) and (iii) the Representatives shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification counsel’s letter and the Instruction Letter, (x) to the Representatives in an amount equal to the Deferred Discount as directed by the Representatives and (y) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Completion Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Completion Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust AccountAccount pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated completed on the Consummation Completion Date described in the notice thereof and we have the Company has not notified you on or before the original Consummation Completion Date of a new Consummation Completion Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Completion Date as set forth in such notice as soon thereafter as possiblethe notice. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, By: Name: Title: Acknowledged and Agreed: Xxxxxxx Sachs & Co. LLC By: Name: Title: Citigroup Global Markets Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance KKR Acquisition Holdings I, Inc. I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance KKR Acquisition Holdings I, Inc. I Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance GS Acquisition Holdings I, Inc. Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________June 29, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] _________ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to a segregated into the above-referenced trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Xxxxxxx Xxxxx & Co. and Citigroup Global Markets Inc. (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive Officer (or any Co-Chief Executive Officer, if applicable) or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held held, and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such the notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance GS Acquisition Holdings I, Inc. Corp II By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Re: Trust Account - – Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Capstar Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Capstar Special Purpose Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx SecuritiesCitigroup Global Markets Inc. UBS Securities LLC BTIG, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA) LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] awaiting N.A.awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Spindletop Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Spindletop Health Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx SecuritiesBarclays Capital Inc. Xxxxxx, LLC Xxxxxx Xxxxxxx Xxxxxxxx & Co. LLC Company, Incorporated Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Account—Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Moringa Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________●] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx JPMorgan Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Moringa Acquisition Corp By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx SecuritiesEarlyBirdCapital, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 New York 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. JOFF Fintech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 4, 2020 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company has entered into an agreement did not effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time as you may agree) the Company’s amended and restated Certificate of the actual date of the consummation of the Business Combination (the “Consummation Date”)Incorporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and (i) transfer to the Company the amount set forth on Schedule A annexed hereto for our income taxes and franchise tax liability, to provide us with a sixty percent (60%) share of the estimate cash tax savings resulting from our winding-up and liquidating in 2022, and $100,000 for liquidation expenses, and (ii) transfer the remaining proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Stockholders. The Company has selected [__] as the Consummation Date, all effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. JOFF Fintech Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Xxxxxx Ventures Acquisition Co. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate complete a business combination with the Target Business (the “Business Combination”) on or about [insert date•]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation completion of the Business Combination (the “Consummation Completion Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the proceeds to a segregated the above- referenced account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank N.A., to the effect that, on the Consummation Completion Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Completion Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Completion Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummatedcompleted, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive Officer, Officer or Chief Financial Officer of the Company which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held stockholders in connection with the Business Combination and (b) a joint written instruction signed by the Company and the Representatives instructions with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”)) and (iii) the Representative shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification counsel’s letter and the Instruction Letter, (x) to the Representative in an amount equal to the Deferred Discount as directed by the Representative and (y) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Completion Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Completion Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust AccountAccount pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated completed on the Consummation Completion Date described in the notice thereof and we have the Company has not notified you on or before the original Consummation Completion Date of a new Consummation Completion Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Completion Date as set forth in such notice as soon thereafter as possiblethe notice. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: ccAcknowledged and Agreed: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx Sachs & Co. LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLetter Dear Xx. Xxxx and Xx. Xxxxxxxx Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxx Ventures Acquisition Co. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise you that the Company did not effect a business combination within the time frame specified in the Company’s second amended and restated certificate of incorporation, as described in the Company’s prospectus relating to its initial public offering of securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer the total proceeds to the trust operating account at JPMorgan Chase, Bank N.A. to await distribution to the Public Stockholders. The Company has selected [•], 20 ]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the second amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds in the trust account, your obligations under the Trust Agreement shall be terminated. Very truly yours, By: Name: Title:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date·], 2021. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Xxxxxxx & Co. LLC awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. LIV Capital Acquisition Corp. II By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx SecuritiesEarlyBirdCapital, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Name: Title: [·], 2021 Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________April 27, 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Maxim Group LLC (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Maxim Group LLC from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. ClimateRock By: Name: Per Regnarsson Title: ccChief Executive Officer Agreed and acknowledged by: X.X. Xxxxxx Securities, Maxim Group LLC Xxxxxx Xxxxxxx & Co. LLC Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - – Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. OCA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. OCA Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx SecuritiesXxxxxx, LLC Xxxxxx Xxxxxxx Xxxxxxxx & Co. LLC Company, Incorporated Nomura Securities International, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November 2, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company, Moelis & Company LLC and the Representatives Xxxxxxxxxxx & Co. Inc.,, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Cactus Acquisition Corp. 1 Limited By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx Securities, Moelis & Company LLC Xxxxxx Xxxxxxx Name: Title: Xxxxxxxxxxx & Co. LLC Inc. Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________May [•], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) in advance of the actual date of fixed for the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the its Chief Executive Officer, Chief Financial Officer or Chief Business Officer (the “Vote Verification Certificate”), which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held, and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification Notification, the Vote Verification Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee you of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the such original Consummation Date as set forth in such notice or as soon thereafter as possible. [Signature Page Follows] Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. Securities LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Account—Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Empowerment & Inclusion Capital I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[ ], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Empowerment & Inclusion Capital I Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. Xxxxxxxxx LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLetter Dear Xx. Xxxx and Xx. Xxxxxxxx, Pursuant to Section 1(i) of the Investment Management Trust Agreement between Empowerment & Inclusion Capital I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected(1) as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(iparagraph 2(a) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Mountain Crest Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________[*], 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$ ] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: MOUNTAIN CREST ACQUISITION CORP. II By: Name: Title: cc: Chardan Capital Markets, LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(l) of the Investment Management Trust Agreement between Mountain Crest Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2020 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (is extending the “Target Business”) time available in order to consummate a business combination Business Combination with the Target Business Businesses for an additional [three (the 3) months], from___________to____________(the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation DateExtension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized terms words used but herein and not otherwise defined herein shall have the meanings set forth ascribed to them in the Trust Agreement. [In accordance with the terms of the Trust Agreement, we hereby authorize you to commence deposit [$500,000] [(or $575,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired to liquidate all of the assets of you, into the Trust Account investments upon receipt.][Pursuant to our amended and transfer the proceeds to restated certificate of incorporation, we have entered into a segregated account held by you on behalf definitive agreement for a Business combination within 9 months of the Beneficiaries closing of our IPO and our time to complete a Business Combination, as evidenced by the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts press release attached hereto that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bankreleased on_________, N.A.20 .] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. MOUNTAIN CREST ACQUISITION CORP. II By: Name: Title: cc: X.X. Xxxxxx SecuritiesChardan Capital Markets, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination – Extension Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2020 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: ccChief Executive Officer Agreed and acknowledged by: X.X. Xxxxxx Securities, Maxim Group LLC Xxxxxx Xxxxxxx & Co. LLC Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Xxxxxx Ventures Acquisition Co. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________March 3, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate complete a business combination with the Target Business (the “Business Combination”) on or about [insert date•]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation completion of the Business Combination (the “Consummation Completion Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the proceeds to a segregated the above- referenced account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank N.A., to the effect that, on the Consummation Completion Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Completion Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Completion Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummatedcompleted, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive Officer, Officer or Chief Financial Officer of the Company which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held stockholders in connection with the Business Combination and (b) a joint written instruction signed by the Company and the Representatives instructions with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”)) and (iii) the Representative shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification counsel’s letter and the Instruction Letter, (x) to the Representative in an amount equal to the Deferred Discount as directed by the Representative and (y) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Completion Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Completion Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust AccountAccount pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated completed on the Consummation Completion Date described in the notice thereof and we have the Company has not notified you on or before the original Consummation Completion Date of a new Consummation Completion Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Completion Date as set forth in such notice as soon thereafter as possiblethe notice. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: ccAcknowledged and Agreed: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx Sachs & Co. LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLetter Dear Xx. Xxxx and Xx. Xxxxxxxx Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxx Ventures Acquisition Co. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 3, 2021 (the “Trust Agreement”), this is to advise you that the Company did not effect a business combination within the time frame specified in the Company’s second amended and restated certificate of incorporation, as described in the Company’s prospectus relating to its initial public offering of securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer the total proceeds to the trust operating account at JPMorgan Chase, Bank N.A. to await distribution to the Public Stockholders. The Company has selected [•], 20 ]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the second amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds in the trust account, your obligations under the Trust Agreement shall be terminated. Very truly yours, By: Name: Title:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. CEA Space Partners I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] _ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged acknowledge and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) ), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, President or Chairperson, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the Representatives account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. CEA Space Partners I Corp. By: Name: Title: ccAgreed and acknowledged by: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx Sachs & Co. LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLetter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between CEA Space Partners I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected __________1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, CEA Space Partners I Corp. By: Name: Title:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________●] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: ccChief Executive Officer and Chief Financial Officer Agreed and acknowledged by: X.X. Xxxxxx Securities, Maxim Group LLC Xxxxxx Xxxxxxx & Co. LLC Name: Title: Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section paragraph 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Mountain Crest Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[*], 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) 72 hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the proceeds to a segregated the above-referenced account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Officer which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, shareholders in connection with the Business Combination if a vote is held and (b) a joint written instruction signed by instructions from the Company and the Representatives Chardan Capital Markets, LLC with respect to the transfer of the funds held in the Trust Account, including payment which must provide for the disbursement of amounts owed to public stockholders who have properly exercised their redemption rights and payment of no less than $10.00 per share plus the Deferred Discount to the Representatives from amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust AccountAccount pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possiblethe notice. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. MOUNTAIN CREST ACQUISITION CORP. II By: Name: Title: ccBy: X.X. Xxxxxx SecuritiesName: Title: Secretary/Assistant Secretary Acknowledged and Agreed: Chardan Capital Markets, LLC Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Empowerment & Inclusion Capital I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 12, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Empowerment & Inclusion Capital I Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. Xxxxxxxxx LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLetter Dear Xx. Xxxx and Xx. Xxxxxxxx, Pursuant to Section 1(i) of the Investment Management Trust Agreement between Empowerment & Inclusion Capital I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 12, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected(1) as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, KINS Technology Group Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[l], 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] _________ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to a segregated into the above-referenced trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Xxxxxxx Xxxxx & Co. and Citigroup Global Markets Inc. (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held held, and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such the notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, KINS Technology Group Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]). The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account Account, and to transfer the proceeds to a segregated into the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (Company, and solely with respect to the Deferred Discount)), the Underwriter, shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the said trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Underwriter will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) ), and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Shareholders who have properly exercised their redemption rights and payment of express instructions to pay the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Generation Asia I Acquisition Limited By: Name: Title: cc: X.X. Xxxxxx SecuritiesNomura Securities International, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxx. & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. EQ Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. EQ Health Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx SecuritiesBTIG, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Isleworth Healthcare Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 24, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________insert name] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Representative (with respect to the Deferred DiscountM&A Fee)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank________, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive OfficerOfficer or President of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of the amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount M&A Fee to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Isleworth Healthcare Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx I-Bankers Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Broadscale Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) in advance of the actual date of fixed for the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of its Chief Executive Officer or the Chief Executive OfficerFinancial Officer (the “Vote Verification Certificate”), which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held, and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification Notification, the Vote Verification Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee you of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the such original Consummation Date as set forth in such notice or as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Broadscale Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. HumanCo Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________December 9, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) in advance of the actual date of fixed for the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the its Chief Executive Officer, Chief Financial Officer or Chief Operating Officer (the “Vote Verification Certificate”), which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held, and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification Notification, the Vote Verification Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee you of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the such original Consummation Date as set forth in such notice or as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA) LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] awaiting N.A.awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Sandbridge X2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Sandbridge X2 Corp. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Continental Stock Transfer & Trust Company 0 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnXttn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Climate Real Impact Solutions II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 26, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: X.X. Xxxxxx Barclays Capital Inc. BofA Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Seaport Global Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November 17, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Seaport Global Acquisition II Corp. By: Name: Xxxxxxx Xxxxx Title: cc: X.X. Xxxxxx SecuritiesChief Executive Officer Seaport Global SPAC II, LLC Xxxxxx By: Name: Xxxxxxx & Co. LLC Xxxxx Title: CEO of Managing Member Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________insert name] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]______. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, N.A.] , awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of by the Chief Executive OfficerOfficer or President of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of the amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Fintech Ecosystem Development Corp. By: Name: Title: ccAcknowledged and Agreed: X.X. Xxxxxx SecuritiesXX Xxxxxx, division of Benchmark Investments LLC Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: [Trust Account Termination Letter Signature Page] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA), LLC and Xxxxxx, Xxxxxxxx & Company, Incorporated (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Silver Spike Acquisition Corp II By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Cascade Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Chase Bank, N.A.] N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account Trust Account at [X.X. Xxxxxx Chase Xxxxx Bank, N.A.] N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to account or accounts directed by the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Cascade Acquisition Corp. By: Name: Title: ccAcknowledged and Agreed: X.X. Xxxxxx Securities, Credit Suisse Securities (USA) LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [XX Xxxxxx Xxxxx Bank, N.A.] will be immediately available for transfer to the account or accounts that BofA Securities, Inc. (together, the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [X.X. Xxxxxx Chase Bank, Bank N.A.] awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. Duddell Street Acquisition Corp. By: Name: Title: cc: X.X. Xxxxxx BofA Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Inc. Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter