Letter Agreement, dated as of November 14, 2021

Whereas pursuant to Section 2 of the Business Combination Agreement (a) the Company Preferred Shares shall not be converted into Company Common Shares prior to consummation of the Merger and (b) the holders of Company Preferred Shares (the “Company Preferred Shareholders”) are entitled to the Transaction Share Consideration as set forth on the Consideration Schedule, the Parties agree that at least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Preferred Stockholders a Letter of Transmittal in the same form and manner as will be provided to other Company Stockholders pursuant to Section 2.6(b) of the Business Combination Agreement.

Each Party desires to take the following actions (the “Requested Actions”) which may require the consent of certain other Parties pursuant to the Business Combination Agreement or otherwise and each Party hereby consents to each other Party taking such Requested Actions:

Additionally, the Company hereby irrevocably and unconditionally waives the condition set forth in Section 7.3(a) of the Business Combination Agreement, conditioned upon and concurrently with the execution of the Forward Purchase Amendment and the Sponsor Support Agreement Amendment.

The Company represents to THMA that the Company has the requisite corporate power and authority to execute and deliver this letter agreement and to perform its obligations hereunder and thereunder, and THMA represents to the Company that THMA has the requisite corporate power and authority to execute and deliver this letter agreement and to perform its obligations hereunder and thereunder, subject to the receipt of THMA Stockholder Approval. This letter agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Company and THMA, subject to the receipt of THMA Stockholder Approval.

Except as expressly set forth herein, this letter agreement shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the other terms, conditions, obligations or agreements contained in the Business Combination Agreement or any other agreement between the Parties, all of which shall continue in full force and effect.