Payment of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Odyssey Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering (the “Trust Account”) no later than the Prepayment Date.

Counterparty shall provide (a) notice to Counterparty’s trustee of the entry into this Confirmation no later than one (1) Local Business Day following the date hereof, with copy to Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the flow of funds from the Trust Account prior to the closing of the Business Combination itemizing the Prepayment Amount due; provided that Seller shall be invited to attend any closing call in connection with the Business Combination.

Concurrently with the payment of Prepayment Amount, Counterparty shall pay to Seller an amount equal to (a) $25,000 for attorney fees and expenses, and (b) reasonable and documented expenses actually incurred in connection with the acquisition of the Public Shares consistent with expenses customarily incurred in transactions of this type (the “Expenses”), which amount shall be paid from the proceeds of the Business Combination.

(b) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller or Counterparty to perform any of its obligations contemplated by the Transaction;

(c) Upon the occurrence of any Material Adverse Change of the Counterparty that materially impairs the Counterparty’s ability to perform its payment or delivery obligations under the Transaction; and

Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events. For the avoidance of doubt, if the Business Combination is not consummated, Target shall have no payment, reimbursement, indemnification or other monetary obligation under this Confirmation or the ISDA Form. Upon any termination that occurs following the closing of the Business Combination due to paragraph (b) above, Counterparty shall be obligated to promptly accept for redemption all of Seller’s Shares in exchange for the Initial Price, less any Prepayment Amount actually received. Except as set forth in the immediately preceding sentence, in all other circumstances no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued or be due under Sections 2, 6 or 11 of the ISDA Form.

Means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of operations of the Counterparty and its subsidiaries, taken as a whole; provided, however, that no change, event, occurrence or effect arising out of or related to any of the following, alone or in combination, shall be taken into account in determining whether a Material Adverse Change pursuant has occurred: (i) acts of war (whether or not declared), sabotage, military or para-military actions or terrorism, or any escalation or worsening of any such acts, or changes in global, national or regional political or social conditions; (ii) earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or any other reputable third party organization(including the COVID-19 virus) or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the transactions contemplated herein (including the impact thereof on relationships with customers, suppliers, employees or governmental authorities); (iv) changes or proposed changes in law, regulations or interpretations thereof or decisions by courts or any governmental authority; (v) changes or proposed changes in GAAP (or any interpretation thereof); (vi) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States or anywhere else in the world; (vii) events or conditions generally affecting the industries and markets in which the Counterparty operates; (viii) any failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure (unless otherwise excluded by the other clauses of this proviso) has resulted in a Material Adverse Change; or (ix) any actions expressly required to be taken, or expressly required not to be taken, pursuant to the terms hereof; provided, however, that if a change or effect related to clause (ii) or clauses (iv) through (vii) disproportionately adversely affects the Counterparty and its subsidiaries, taken as a whole, compared to other Persons operating in the same industry as the Counterparty, then such incremental disproportionate adverse impact may be taken into account in determining whether a Material Adverse Change has occurred.

Indemnification. Counterparty agrees to indemnify and hold harmless Seller, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any losses, claims, damages, liabilities and reasonable, documented out-of-pocket expenses incurred by or asserted against such Indemnified Party to the extent arising out of or resulting from (i) any material breach by Counterparty of any representation, warranty or covenant or other obligation under this Confirmation or the ISDA Form, (ii) Counterparty’s violation of applicable law, gross negligence, willful misconduct or bad faith, or (ii) any material misstatement or omission in any regulatory filing made by Counterparty relating to the Transaction, other than any misstatement or omission based upon information provided by or on behalf of Seller or any of its affiliates. Notwithstanding the foregoing, Counterparty shall have no indemnification obligation to the extent, and agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in this Confirmation except to the extent that, any loss, claim, damage, liability or expense arises out of or results from (i) any material breach by Seller of any representation, warranty, covenant or other obligation under this Confirmation or the ISDA Form, (ii) Seller’s violation of applicable law, gross negligence, willful misconduct or bad faith, or (iii) the manner in which Seller purchases, sells or otherwise trades in any Shares or other securities of Counterparty. Counterparty shall reimburse an Indemnified Party for its reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the defense of any claim for which such Indemnified Party is entitled to indemnification hereunder; provided that such Indemnified Party shall promptly reimburse Counterparty for any amounts advanced to the extent it is ultimately determined by a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. Promptly after receipt by an Indemnified Party of notice of any claim or proceeding for which indemnification may be sought hereunder, such Indemnified Party shall notify Counterparty in writing thereof; provided that failure to provide such notice shall not relieve Counterparty of its obligations hereunder except to the extent Counterparty is materially prejudiced thereby. Counterparty shall be entitled to assume and control the defense of any such claim or proceeding with counsel reasonably satisfactory to the Indemnified Party, and no settlement that imposes any liability or obligation on, or contains any admission of wrongdoing by, an Indemnified Party may be entered into without such Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability.