a. Each Releasing Party represents and warrants that it (i) has no Claims (as defined
below) and (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and covenants that it will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, on the one
hand, or SPAC or Merger Sub, on the other hand, or any current or former Affiliates of the Company, SPAC or Merger Sub, which in each case includes, but is not limited to, Sponsor, any and all members of the Sponsor, and Subsidiaries, officers,
directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns of such Party (collectively, the “Released
Parties”);
b. Each Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the
other Releasing Party’s Released Parties from, and covenants not to sue any of the other Releasing Party’s Released Parties for, any and all claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances,
rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, punitive damages, costs, losses, debts, interest and expenses (including attorneys’ fees
and costs incurred) of any nature whatsoever, including without limitation, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby), or any of
the Ancillary Documents or Term Sheet, relating to breach of contract, fraud or willful breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or
contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Business Combination Agreement (together with the other documents and
transactions contemplated thereby), the Ancillary Documents, the Term Sheet or the transactions contemplated thereby, including but not limited to their negotiation, execution, performance or nonperformance (collectively,
“Claims”), that such Releasing Party has or had or can, will or may now or hereafter have, including any Claims arising under any applicable Law. Each Party acknowledges and understands that there is a risk that subsequent to
the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this
Termination Agreement, might have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such
unknown Claims and agrees that this Termination Agreement applies thereto.
3. Waiver of Claims under California Civil Code. The
Releasing Parties are familiar with, and effective from and after the Effective Date, the Releasing Parties expressly waive, and each Releasing Party shall be deemed to have expressly waived the provisions, rights, and benefits of California Civil
Code §1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him
or her, would have materially affected his or her settlement with the debtor or released party.” The Releasing Parties further expressly waive any and all provisions, rights, and benefits conferred by any Law of any state or territory of the
United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.
4.
Miscellaneous.
a. Section 5.3(a) (Confidentiality and Access to Information), Section 7.2
(Effect of Termination) and Article VIII (Miscellaneous) (other than Section 8.1) of the Business Combination Agreement are hereby incorporated by reference as if fully set forth herein and will apply mutatis
mutandis to this Termination Agreement notwithstanding that the Business Combination Agreement has been terminated hereby.
b.
The Parties each hereby expressly covenant and agree that none of them will commence, initiate, sustain, assist or support in any way litigation or proceedings against the other Party or the other Party’s Released Party’s in any way
related to or arising out of any claims released by this Termination Agreement. For the avoidance of doubt, nothing herein will be construed to (i) release, acquit or discharge any claims, demands, allegations, assertions, complaints,
controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, punitive damages, costs, losses, debts, interest and
expenses in connection with or arising from, (ii) release a Party from its obligations under, or (iii) prevent any Party hereto from enforcing its rights under, this Termination Agreement or the Surviving Provisions.