11. Unconditional Liability; Absolute Obligation. Maker hereby waives all notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Makers liability hereunder. Except as expressly provided herein, no provision of this
Note shall alter or impair the obligation of the Maker, which is absolute and unconditional, to pay the principal of, and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.
This Note is a direct debt obligation of the Maker.
12. Notices. All notices, statements or other documents which are required or contemplated by
this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile
to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the Business Day following receipt of
written confirmation, if sent by facsimile or electronic transmission, one (1) Business Day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
13. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.
14. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives
any and all right, title, interest or claim of any kind (Claim) in or to any distribution of or from the trust account established in connection with the Makers initial public offering (the IPO), and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever; provided, however, that upon the consummation of the Business Combination, Maker shall repay the principal
balance of this Note out of the proceeds released to Maker from the trust account after payment to holders of the public shares in accordance with Section 6 hereof. The foregoing shall bind any permitted assignee or transferee of this Note.
16. Mutual Release. Maker, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, for itself, its
successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as well as their officers, directors, owners, members, employees, partners, agents, guarantors, investors, and/or any other successor in interest, hereby,
and from the beginning of time through the date of the Note, releases, acquits and forever discharges the Payee, its successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as well as their officers, directors,
owners, members, employees, partners, agents, attorneys, guarantors, investors, and/or any other successor in interest, from any and all claims, counterclaims, demands, actions, causes of action, damages, costs, expenses, fees, suits, debts, dues,
sums of money, accounts, bonds, bills, contracts, rights, covenants, controversies, variances, judgments, obligations and other liabilities whatsoever, whether known or unknown, whether foreseen or unforeseen, whether in law or in equity, whether
compulsory or permissive, whether sounding in tort, contract, fraud, statutory or regulatory violation or whether arising under federal, state, common, statutory or foreign law, or any other law, rule or regulation that arise out of or relate in any
way to the Payees SPA, including, but not limited to, as to the Merger Agreement to the extent that it relates in any way to the SPA, amounts due or payable thereunder or shares issuable in connection with such SPAs, the Merger Agreement and
such related transactions. Payee, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, for itself, its successors, predecessors, assigns, subsidiaries, parents, affiliates and/or related entities, as
well as their officers, directors, owners, members, employees, partners, agents, guarantors, investors, and/or any other successor in interest, hereby, and from the beginning of time through the date of the Note, releases, acquits and
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