| | (v) | Aggregate proceeds from Alternative Financings in excess of $20 million shall be used exclusively for the Closing Payment and other deferred fees (“Other Deferred Fees”) incurred by the Company that were payable and remain to be paid in connection with the Business Combination, until all such fees are paid in full. Company payments made on the Closing Payment shall be paid on a priority basis prior to payment of the Other Deferred Fees. |
(b) Notwithstanding anything to the contrary contained in the Engagement Letters, other than the fees described in this Section 1, neither Mizuho nor any of its affiliates, representatives or advisors (including its legal counsel) shall be entitled to receive any fees or reimbursement from Vahanna, Roadzen or their respective affiliates in connection with the Business Combination or the other transactions contemplated by the Engagement Letters.
2. Termination of the Engagement Letters. In consideration for the Closing Payment, effective as of the closing of the Business Combination, (a)(i) Section 2(c) of the Underwriting Agreement, Section 4 of the 2022 EL, and Section 4 of the 2023 EL (the preceding sections listed, the “Fee Provisions”) shall automatically terminate and have no further force and effect and (ii) the 2022 EL and the 2023 EL shall automatically terminate and have no further force or effect and (b) notwithstanding any provision of the Engagement Letters to the contrary, each of Vahanna, Mizuho and their respective affiliates, and each of their respective officers, directors, managers, members, partners, employees, successors, assigns, representatives, agents and advisors (collectively, “Representatives”), shall have no further rights, obligations or liabilities thereunder or with respect thereto, except for the provisions therein that survive such terminations (the “Surviving Provisions,” which shall exclude, for the avoidance of doubt, the Fee Provisions). Except as expressly stated herein, the Underwriting Agreement and the Surviving Provisions shall remain in full force and effect with respect to Vahanna, Roadzen and Mizuho, as applicable.
3. Waiver of Liability. Effective upon the closing of the Business Combination and subject to Section 1 hereof, each of Vahanna and Mizuho, on behalf of itself, its subsidiaries and affiliates and each of their respective Representatives (each, a “Releasor” and collectively, the “Releasors”), hereby forever releases, remises, acquits, satisfies, and discharges the other party, its subsidiaries and affiliates and their respective Representatives, and their respective successors and assigns (each, a “Releasee” and collectively, the “Releasees”), from any and all manner of actions, claims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, and demands whatsoever, in law or in equity, whether known or unknown, arising solely from Section 2(c) of the Underwriting Agreement and the Engagement Letters (other than the Surviving Provisions) (collectively, “Claims”), that such Releasor ever had, now has, or may have, against any Releasee, for, upon or by reason of any matter, cause or thing whatsoever, known or unknown, directly or indirectly, from the date of the Engagement Letters to the date hereof.
4. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, modified, terminated or supplemented except in writing signed by the parties hereto.
5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns.
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