i. In making its decision to purchase the Shares, the Investor has
relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of SPAC, the Issuer, the Company, or any
of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning the Issuer, the Company, the Transaction, the Transaction Agreement, this Subscription
Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.
j. The Investor acknowledges that (i) except for the information provided by the Company, the Issuer and the SPAC
prior to the date of this Agreement, the Company, the Issuer and the SPAC later may come into possession of, information regarding the Company , the Issuer and SPAC that is not known to the Investor and that may be material to a decision to enter
into this transaction to purchase the Shares (Excluded Information), (ii) the Investor has determined to enter into the this transaction to purchase the Shares notwithstanding its lack of knowledge of the Excluded
Information, and (iii) none of the Company, the Issuer nor the SPAC shall have liability to the Investor, and the Investor hereby to the extent permitted by law waive and releases any claims it may have against the Company, the Issuer and the
SPAC, with respect to the nondisclosure of the Excluded Information.
k. The Investor acknowledges that certain
information provided to the Investor was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ materially from those contained in the projections.
l. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the
offering of the Shares or made any findings or determination as to the fairness of this investment.
Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its
obligations under this Subscription Agreement.
n. The execution, delivery and performance by the Investor of this
Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any
governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investors
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the
signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement
constitutes the valid and binding obligation of SPAC and the Issuer, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be
limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at
law or equity.
o. The Investor is not (i) a person or entity named on the List of Specially Designated
Nationals and Blocked Persons administered by the U.S. Treasury Departments Office of Foreign Assets Control (OFAC) or in any Executive Order issued by the President of the United States and administered by OFAC
(OFAC List), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List;
(iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea
region of Ukraine or any other country or territory embargoed or subject to