Common use of Non-Reliance and Exculpation Clause in Contracts

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, Issuer or any of its respective affiliates or and any of the subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Securities. The Investor acknowledges and agrees that none of (i) any no other investor pursuant to this Subscription Agreement or any other subscription agreement related party to the private placement Business Combination Agreement (for the avoidance of doubt, other than the PIPE Securities (Issuer), including the investorany such party’s respective representatives, affiliates or any of its or their control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other that is not a party hereto shall be liable to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, Issuer concerning the Placement Agent Issuer or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its affiliates and any of their respective controlled affiliatessubsidiaries, control persons, officers, directors, employees, partners, agents or representatives, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentCompany, Electriq Power or any of its the respective affiliates or and any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Securities Purchase Agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control controlling persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), ) or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (for the avoidance of doubt, other than the Company), including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors, employees or representatives that is not a party hereto, shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Securities Purchase Agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Electriq Power or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.any

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company and IIAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor Subscriber acknowledges and agrees that none of (i) any other investor Other Subscriber pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorsuch Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorSubscriber, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Acquired Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, IIAC, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, IIAC, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the IIAC, any Placement Agent or any of ListCothe Company’s, ARYA’s, the CompanyIIAC’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) the Company or any other party to the Transaction Business Combination Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYASPAC, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the Company, the Placement Agent or any of ListCo’s, ARYASPAC’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, Issuer or any of its respective affiliates or and any of the subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 0 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Securities. The Investor acknowledges and agrees that none of (i) any no other investor pursuant to this Subscription Agreement or any other subscription agreement related party to the private placement Business Combination Agreement (for the avoidance of doubt, other than the PIPE Securities (Issuer), including the investorany such party’s respective representatives, affiliates or any of its or their control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other that is not a party hereto shall be liable to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, Issuer concerning the Placement Agent Issuer or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its affiliates and any of their respective controlled affiliatessubsidiaries, control persons, officers, directors, employees, partners, agents or representatives, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), person other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, Agreement in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and Subscriber agrees that none of neither (i) any other investor Other Subscriber pursuant to this the Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Agreements (including the investor’s respective affiliates or any control controlling persons, members, officers, directors, employees, partners, agents agents, or representatives employees of any of the foregoing), such Other Subscriber) nor (ii) the Placement Agent, its respective affiliates or any of its affiliates’ control persons, officers, directors, employeesemployees or other representatives, partners, agents or representatives of any of the foregoing, or (iii) any other party shall be liable to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Preferred Shares. The Subscriber acknowledges that neither the Placement Agent nor its representatives: (a) shall be liable to the Subscriber for any improper payment made in accordance with the information provided by the Company; (b) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Subscription Agreement or the Merger Agreement (together with respect any related documents, the “Transaction Documents”); or (c) shall be liable to any claim the Subscriber (whether in tort, contract or otherwise) (x) for breach any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or in respect any Transaction Document or (y) for anything which any of any written them may do or oral representations made or alleged to be made refrain from doing in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreementany Transaction Document, “Non-Party Affiliates” means each formerexcept for their gross negligence, current willful misconduct or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingbad faith.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo ARYA expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoARYA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the any Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Lender acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentBorrower, the Company or any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Borrower and the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCopurchase the Securities from the Borrower and the Company. The Investor Lender acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement in the Borrower or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates Company, or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any financial or other advisor of Borrower or the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingCompany, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (as defined below) of any of the foregoing parties, shall have any liability to the Investor, or to any other investor, Lender pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matterof this Subscription Agreement, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them such party in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, or on behalf of the Company, Borrower concerning the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentBorrower, any of its respective controlled affiliatesNon-Party Affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder equity holder or affiliate of ListCo, ARYA, the Company, the Placement Agent Borrower or any of ListCo’s, ARYA’s, the CompanyBorrower’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges and agrees that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, XXXX, the Company, the Placement Agent, Agents or any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingrepresentatives), other than the statements, representations and warranties of ListCo XXXX expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement6, in making its investment or decision to invest in ListCoXXXX. The Investor acknowledges and agrees that none of (ia) any other investor an Other Investor pursuant to this an Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents agents, employees or representatives of any of the foregoing), (iib) the Placement Agent, its respective affiliates Agents or any of their respective control persons, officers, directors, employeespartners, agents, employees or representatives or (c) any party to the Business Combination Agreement, including any such party’s representatives, affiliates or any of its or their control persons, officers, directors, partners, agents agents, employees or representatives of any of the foregoingrepresentatives, or (iii) any other that is not a party to the Transaction Agreement or any Non-Party Affiliatehereto, shall have any liability be liable to the Investor, or to any other investorOther Investor, pursuant to, or arising out of or relating to to, this Subscription Agreement or any other subscription agreement related to Other Subscription Agreement arising out of the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby Investment Transactions or therebythe Transactions, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAXXXX, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAXXXX, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement Agreement, the Investment Transactions or the transactions contemplated herebyTransactions. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAXXXX, the Company, the Placement Agent Agents or any of ListCo’s, ARYARONI’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Roman expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoRoman. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement Company or any Non-Party Affiliate, Affiliate (as defined below) shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoRoman, ARYA, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoRoman, ARYA, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoRoman, ARYA, the Company, the any Placement Agent Agents or any of ListCoRoman’s, ARYA’s, the Company’s or any of the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing. For the avoidance of doubt, Roman shall not be deemed to be a Non-Party Affiliate.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Company, Compo Guarantor, and Roman expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to Other Investor under the private placement of the Other Exchangeable PIPE Securities Agreements (including the investor’s such other investors’ respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, Affiliate (as defined below) shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesExchangeable Senior Notes, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Exchangeable Senior Notes or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoRoman, ARYA, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoRoman, ARYA, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoRoman, ARYA, the Company, the any Placement Agent Agents or any of ListCoRoman’s, ARYA’s, the Company’s or any of the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing; provided, however, that in no case will any party to this Subscription Agreement be deemed to be a Non-Party Affiliate. 2 Not applicable to certain Investors.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo ARYA expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoARYA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo CCNB1 expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoCCNB1. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Merger Agreement or any Non-Party AffiliateAffiliate (other than CCNB1 with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYACCNB1, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYACCNB1, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYACCNB1, the Company, the any Placement Agent or any of ListCo’s, ARYACCNB1’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), person other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, Agreement in making its investment or decision to invest in ListCoITAC. The Investor acknowledges and Subscriber agrees that none of neither (i) any other investor Other Subscriber pursuant to this other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Agreements (including the investor’s controlling persons, members, officers, directors, partners, agents, or employees of any such Other Subscriber) nor (ii) any of the Placement Agents, their respective affiliates or any of their or their affiliates’ respective control persons, officers, directors, directors or employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party shall be liable to the Transaction Agreement Subscriber (including in contract, tort, under federal or any Non-Party Affiliate, shall have any liability to the Investor, state securities laws or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated herebyOffering. For purposes The Subscriber acknowledges that none of the Placement Agents, nor any of their respective Representatives (a) shall be liable to the Subscriber for any improper payment made in accordance with the information provided by ITAC; (b) make any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of ITAC or ARBE pursuant to this Subscription AgreementAgreement or the Transaction Agreement (the “Transaction Documents”); or (c) shall be liable to the Subscriber (x) for any action taken, “Non-Party Affiliates” means each former, current suffered or future officer, director, employee, partner, member, manager, direct omitted by any of them in good faith and reasonably believed to be authorized or indirect equityholder within the discretion or affiliate of ListCo, ARYA, the Company, the Placement Agent rights or powers conferred upon it by this Subscription Agreement or any Transaction Document or (y) for anything which any of ListCo’s, ARYA’s, the Company’s them may do or the Placement Agent’s respective controlled affiliates refrain from doing in connection with this Subscription Agreement or any family member of the foregoingTransaction Document, except in each case for their gross negligence, willful misconduct or bad faith.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)corporation, other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the Company, the Placement Agent Company Parties or any Non-Party Affiliate concerning ListCo, ARYASPAC, the Company, the Placement AgentCompany Parties, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the Company, the Placement Agent Company Parties or any of ListCo’s, ARYA’s, the CompanySPAC’s or the Placement Agent’s respective Company Parties’ controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentNewco, Arena, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Newco expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoNewco. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates no affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates Arena or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, (other than Newco) shall have any liability be liable to the Investor, or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its the subject mattermatter hereof, or the transactions contemplated hereby hereby, for any action heretofore or therebyhereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoNewco, ARYA, the Company, the Placement Agent Arena or any Non-Party Affiliate concerning ListCoNewco, ARYA, the Company, the Placement AgentArena, any of its respective controlled their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoNewco, ARYA, the Company, the Placement Agent Arena or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s their respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation person (including, without limitation, including the Placement Agent, any of its respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the PubCo and the SPAC expressly contained in Section 5 2.2 and ARYA expressly contained in Section 6 2.3 of this Subscription Agreement, in making its investment or decision to invest in ListCothe PubCo. The Investor Subscriber acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement neither of the PIPE Securities (including the investor’s respective Placement Agent, nor its affiliates or any of its or their respective control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe SPAC, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the CompanyPubCo, the Placement Agent, the Target or any other person or entity concerning the SPAC, the PubCo or the Target. Subscriber further acknowledges and agrees that no Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons, members, officers, directors, partners, agents, employees or other representatives of its respective controlled affiliates, any such Other Subscriber) shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current hereafter taken or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or omitted to be taken by any of ListCo’s, ARYA’s, them in connection with the Company’s or the Placement Agent’s respective controlled affiliates or any family member purchase of the foregoingSecurities.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation representation, warranty or warranty other information made or provided by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC and TopCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoTopCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, foregoing or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase subscription of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYATopCo, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoSPAC, ARYATopCo, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYATopCo, the Company, the Placement Agent Agents or any of ListCoSPAC’s, ARYATopCo’s, the Company’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation representation, warranty or warranty other information made or provided by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 3 of this Subscription Agreement, in making its investment or decision to invest in ListCoinvest. The Investor Subscriber acknowledges and agrees that that, other than the statements, representations and warranties expressly contained in Section 3 of this Subscription Agreement, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, foregoing shall have any liability to the InvestorSubscriber, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Class A Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCothe Issuer, ARYA, the CompanyHoldings, the Placement Agent Agents or any Non-Party Affiliate (as defined below) concerning ListCothe Issuer, ARYA, the CompanyHoldings, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it he or she is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company and IIAC expressly contained in Section 5 3 and ARYA expressly contained in Section 6 4, respectively of this Subscription Agreement, in making its his or her investment or decision to invest in ListCothe Company. The Investor Subscriber acknowledges and agrees that none of (i) any other investor Other Subscriber pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Acquired Shares (including the investorsuch Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the InvestorSubscriber, or to any other investorOther Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesAcquired Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Acquired Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, IIAC, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, IIAC, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the IIAC, any Placement Agent or any of ListCothe Company’s, ARYA’s, the CompanyIIAC’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Each Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Notes and Warrants (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) except as provided in the Placement AgentGuarantee and Note Security, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the such Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesNotes and Warrants, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Notes and Warrants or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent SPAC or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentSPAC, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, sponsor, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent SPAC or any of ListCo’s, ARYA’s, the Company’s or the Placement AgentSPAC’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates Affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo ARYA expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoARYA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates Affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates Affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentAgents, any of its respective their controlled affiliatesAffiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate Affiliate of ListCo, ARYA, the Company, the any Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the any Placement Agent’s respective controlled affiliates Affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)corporation, other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 of this Subscription Agreement and ARYA those statements, representations and warranties of SPAC expressly contained in Section 6 of this Subscription Agreement7, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (other than the Issuer and SPAC with respect to the previous sentence), shall have any liability (including in contract, tort, under federal or state securities laws or otherwise) to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the CompanyIssuer, the Placement Agent Company or any Non-Party Affiliate concerning ListCoSPAC, ARYAthe Issuer, the Company, the Placement Agent, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYAthe Issuer, the Company, the Placement Agent or any of ListCo’s, ARYASPAC’s, the Issuer’s the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC and OpCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoOpCo and SPAC. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) the Company or any other party to the Transaction Business Combination Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesCombined Units, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Combined Units or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYAOpCo, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCoSPAC, ARYAOpCo, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYAOpCo, the Company, the Placement Agent or any of ListCoSPAC’s, ARYAOpCo’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation other than the statements, representations and warranties of Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Issuer. The Investor acknowledges and agrees that no Other Investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including, without limitation, including the Placement Agent, any of its respective Investor’s affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, Investor or to any other investor, Other Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Issuer or any Non-Party Affiliate (as defined below) concerning ListCo, ARYA, the Company, the Placement AgentIssuer, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCothe Issuer, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the CompanyIssuer’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 3 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Issuer. The Investor Subscriber acknowledges and agrees that none of (i) any other investor Other Subscriber pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investorany such Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to this Subscription Agreement, the Other Subscription Agreements and the Merger Agreement (collectively, the “Transaction Documents” (other than the Issuer), and (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the Issuer, SPAC or any other party to the Transaction Agreement or any Non-Party Affiliate, Documents shall have any liability be liable to the InvestorSubscriber, or to any other investorOther Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Company Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, herewith (except as expressly provided herein), or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, in connection with the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingSubscription.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoIssuer. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, Investor or to any other investor, Other Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe Issuer, the Company, the Placement Agent Agents or any Non-Party Affiliate (as defined below) concerning ListCo, ARYAthe Issuer, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAthe Issuer, the Company, the any Placement Agent or any of ListCo’s, ARYAthe Issuer’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of Shares pursuant to this Subscription Agreement. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the sale of Shares pursuant to this Subscription Agreement. The Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the sale of Shares pursuant to this Subscription Agreement. This undertaking is given freely and after obtaining independent legal advice.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, ​ employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoIssuer. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, Investor or to any other investor, Other Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe Issuer, the Company, the Placement Agent Agents or any Non-Party Affiliate (as defined below) concerning ListCo, ARYAthe Issuer, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAthe Issuer, the Company, the any Placement Agent or any of ListCo’s, ARYAthe Issuer’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of Shares pursuant to this Subscription Agreement. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the sale of Shares pursuant to this Subscription Agreement. The Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the sale of Shares pursuant to this Subscription Agreement. This undertaking is given freely and after obtaining independent legal advice.

Non-Reliance and Exculpation. The Investor acknowledges that and agrees that: (i) it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, covenants, representations and warranties of ListCo NextGen expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoNextGen; (ii) the Placement Agent is acting solely as placement agent in connection with the Subscription and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for the Investor or any other person or entity in connection with the Subscription; (iii) none of the Placement Agent, any of its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing have made, or will make, any (a) representation or warranty, whether express or implied, of any kind or character and have not provided, and will not provide, any advice or recommendation in connection with the Subscription or (b) independent investigation with respect to NextGen, the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by NextGen and (iv) the Placement Agent has not prepared a disclosure or offering document in connection with the offer and sale of the Shares. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, in each case, absent their own gross negligence, fraud or willful misconduct, (iii) any other party to the Transaction Agreement (other than NextGen), or (iv) any affiliates, or any Non-Party Affiliatecontrol persons, officers, directors, employees, partners, agents or representatives of any of NextGen, the Company or any other party to the Transaction Agreement shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tortShares. On behalf of itself and its affiliates, contract or otherwise) for breach of this Subscription Agreement or the Investor releases the Placement Agent in respect of any written losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or oral representations made or alleged disbursements related to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means in each formercase, current absent their own gross negligence, fraud or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingwillful misconduct.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo New NAP and FLAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoNew NAP. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, Investor or to any other investor, Other Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Subscribed Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoNew NAP, ARYAFLAC, the Company, the Placement Agent Agents or any Non-Party Affiliate (as defined below) concerning ListCoNew NAP, ARYAFLAC, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoNew NAP, ARYAFLAC, the Company, the any Placement Agent or any of ListCo’s, ARYANew NAP’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Private Placement. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the Private Placement. The Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the Private Placement. This undertaking is given freely and after obtaining independent legal advice.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation representation, warranty or warranty other information made or provided by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Horizon and VS PubCo, as applicable, expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoVS PubCo. The Investor acknowledges and agrees that that, other than the statements, representations and warranties of Horizon and VS PubCo, as applicable, expressly contained in Section 5 of this Subscription Agreement, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, foregoing shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoHorizon, ARYAVS PubCo, the CompanyTarget, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoHorizon, ARYAVS PubCo, the CompanyTarget, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoHorizon, ARYA, the CompanyVS PubCo, the Placement Agent Agents or any of ListCoHorizon’s, ARYA’s, the CompanyVS PubCo’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo RACA expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoRACA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective 's affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYARACA, the Company, the Placement Agent or any Non-Party Affiliate (as defined below) concerning ListCo, ARYARACA, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “"Non-Party Affiliates” " means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYARACA, the Company, the any Placement Agent or any of ListCo’s, ARYA’sRACA's, the Company’s 's or the any Placement Agent’s respective 's controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Lilium Holdco and Qell expressly contained in Section 5 and ARYA expressly contained in Section 6 7, respectively, of this Subscription Agreement, in making its investment or decision to invest in ListCoLilium Holdco. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (other than Lilium Holdco and Qell), or (iv) any affiliates, or any Non-Party Affiliatecontrol persons, officers, directors, employees, partners, agents or representatives of any of Qell, Lilium Holdco, Lilium or any other party to the Transaction Agreement shall have any liability be liable to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingShares.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation representation, warranty or warranty other information made or provided by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC and TopCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoTopCo. The Investor acknowledges and agrees agrees, other than the statements, representations and warranties of SPAC and TopCo, as applicable, expressly contained in Section 5 of this Subscription Agreement, that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYATopCo, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoSPAC, ARYATopCo, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYATopCo, the Company, the Placement Agent Agents or any of ListCoSPAC’s, ARYATopCo’s, the Company’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SVAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSVAC. The Investor acknowledges and agrees that none of (ia) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (iib) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iiic) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate other than SVAC, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASVAC, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYASVAC, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. hereby For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASVAC, the Company, the any Placement Agent or any of ListCo’s, ARYASVAC’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that he, she or it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentIssuer, Obagi or Milk, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making his, her or its investment or decision to invest in ListCoIssuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any other party to the Placement AgentTransaction Agreements (other than Issuer), its respective affiliates or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingIssuer, Obagi, Milk or (iii) any other party to the applicable Transaction Agreement Agreements (other than Issuer) shall be liable (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor, Obagi, Milk or any Non-Party Affiliateother person or entity), shall whether in contract, tort or otherwise, or have any liability or obligation, to the Investor, any person claiming through such Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement Shares or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingTransaction.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Atlas expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoAtlas. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (other than Atlas with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAAtlas, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAAtlas, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAAtlas, the Company, the any Placement Agent or any of ListCo’s, ARYAAtlas’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Issuer, SPAC, the Placement AgentAgents or the Company, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Issuer and SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoIssuer or SPAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Other Investor or any Insider PIPE Investor under any Other Subscription Agreement or any other subscription agreement related to the private placement of the Insider PIPE Securities Subscription Agreement, as applicable (including the investorsuch Other Investor’s or such Insider PIPE Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its respective affiliates (iii) any party to the Transaction Agreement (other than Issuer and SPAC), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of Issuer, SPAC, the foregoing, Company or (iii) any other party to the Transaction Agreement (other than Issuer and SPAC) shall be liable (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor, the Company or any Non-Party Affiliateother person or entity), shall whether in contract, tort or otherwise, or have any liability or obligation, to the Investor or any person claiming through the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesSubscription Shares, the negotiation hereof or thereof or its the subject mattermatter hereof, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingShares.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Xxxxxxx expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoXxxxxxx. This Subscription Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Subscription Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate other than Xxxxxxx, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAXxxxxxx, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAXxxxxxx, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby; provided that the foregoing shall not preclude or limit the Investor from contesting any claim or action brought by the Company against the Investor under this Subscription Agreement. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAXxxxxxx, the Company, the any Placement Agent or any of ListCo’s, ARYA’sXxxxxxx’x, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing. Xxxxxxx acknowledges and agrees that, except for the Investor (and then only to the extent of the specific obligations undertaken by the Investor in this Subscription Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative or affiliate of the Investor and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of the Investor under this Subscription Agreement of or for any claim based on, arising out of, or related to this Subscription Agreement or the transactions contemplated hereby.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)corporation, other than the statements, representations and warranties of ListCo Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoIssuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, Investor or to any other investor, investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securitiesagreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe Issuer, the Company, the Placement Agent Company or any Non-Party Affiliate (as defined below) concerning ListCo, ARYAthe Issuer, the Company, the Placement Agent, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAthe Issuer, the Company, the Placement Agent or any of ListCothe Issuer’s, ARYA’s, or the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, the Company, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Merger Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYASPAC, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the Company, the any Placement Agent or any of ListCo’s, ARYASPAC’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that he, she or it is not relying upon, and has not relied upon, any statement, representation representation, warranty or warranty other information made or provided by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)corporation, other than the statements, representations and warranties of ListCo SPAC and TopCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making his, her or its investment or decision to invest in ListCoTopCo. The Investor acknowledges and agrees agrees, other than the statements, representations and warranties of SPAC and TopCo, as applicable, expressly contained in Section 5 of this Subscription Agreement, that none of (i) any no other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYATopCo, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCoSPAC, ARYATopCo, the Company, the Placement Agent, Company or any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYATopCo, the Company, the Placement Agent Company or any of ListCoSPAC’s, ARYATopCo’s, or the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges and agrees that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, RAC, Archaea, Aria, the Placement Agent, Agents or any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingrepresentatives), other than the statements, representations and warranties of ListCo RAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement6, in making its investment or decision to invest in ListCoRAC. The Investor acknowledges and agrees that none of (ia) any other investor pursuant to this an Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents agents, employees or representatives of any of the foregoing), (iib) the Placement Agent, its respective affiliates Agents or any of their respective control persons, officers, directors, employees, partners, agents agents, employees or representatives of any of the foregoing, or (iiic) any other party to the Transaction Agreement Agreements, including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors, partners, agents, employees or representatives, that is not a party hereto, shall have any liability be liable to the Investor, or to any other investor, pursuant to, or arising out of or relating to to, this Subscription Agreement or any other subscription agreement related to Other Subscription Agreement arising out of the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby Investment Transactions or therebythe Transactions, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoRAC, ARYAAria, the CompanyArchaea, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoRAC, ARYAAria, the CompanyArchaea, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement Agreement, the Investment Transactions or the transactions contemplated herebyTransactions. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoRAC, ARYAAria, the CompanyArchaea, the Placement Agent Agents or any of ListCoRAC’s, ARYAAria’s, the CompanyArchaea’s or either of the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Tailwind expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoTailwind. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Allocated Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (other than Tailwind) or any Non-Party AffiliateAffiliate of the Company or the Placement Agent, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAllocated Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Allocated Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYATailwind, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYATailwind, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYATailwind, the Company, the Placement Agent or any of ListCo’s, ARYATailwind’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, BOA or the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its respective their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCothe Issuer, ARYA, the CompanyBOA, the Placement Agent Agents or any Non-Party Affiliate concerning ListCothe Issuer, ARYA, the CompanyBOA, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCothe Issuer, ARYA, the CompanyBOA, the Placement Agent Agents or any of ListCo’s, ARYAthe Issuer’s, the CompanyBOA’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo PubCo expressly contained in Section 5 of this Subscription Agreement and ARYA those statements, representations and warranties of SPAC expressly contained in Section 6 of this Subscription Agreement7, in making its investment or decision to invest in ListCoPubCo. The Investor acknowledges and agrees that none of (i) any other investor Other Investors pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Agreements (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party AffiliateAffiliate (other than PubCo and SPAC with respect to the previous sentence), shall have any liability (including in contract, tort, under federal or state securities laws or otherwise) to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesSubscribed ADSs, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Subscribed ADSs or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYAPubCo, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCoSPAC, ARYAPubCo, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYAPubCo, the Company, the Placement Agent or any of ListCoSPAC’s, ARYA’s, PubCo’s the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), person other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, Agreement in making its investment or decision to invest in ListCoParent. The Investor acknowledges and Subscriber agrees that none of neither (i) any other investor purchaser pursuant to this Subscription Agreement or any other subscription agreement related to agreements entered into in connection with the private placement of the PIPE Securities Offering (including the investor’s respective affiliates or any control controlling persons, members, officers, directors, employees, partners, agents agents, or representatives employees of any of the foregoing), such other purchaser) [nor (ii) the Placement Agent, its respective affiliates or any of its or its affiliates’ respective control persons, officers, directors, directors or employees, partners, agents or representatives of any of the foregoing, or (iii) any other party shall be liable to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, Securities.] [The Subscriber acknowledges that neither the Placement Agent, nor any of its respective controlled affiliatesRepresentatives (a) shall be liable to the Subscriber for any improper payment made in accordance with the information provided by Parent; (b) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of Parent or Target pursuant to this Subscription Agreement or the transactions contemplated hereby. For purposes Transaction Agreement (together with any related documents, the “Transaction Documents”); or (c) shall be liable to the Subscriber (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent Agreement or any Transaction Document or (y) for anything which any of ListCo’s, ARYA’s, the Company’s them may do or the Placement Agent’s respective controlled affiliates refrain from doing in connection with this Subscription Agreement or any family member of the foregoingTransaction Document, except for their gross negligence, willful misconduct or bad faith.]

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)corporation, other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Clene, or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentClene, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent Clene, or any of ListCo’s, ARYA’s, the Company’s or the Placement AgentClene’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that and agrees that: (a) it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation Person (including, without limitation, including the Placement AgentAgents, any of its respective their affiliates or any control personsPersons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Pagaya expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoPagaya; (b) each of the Placement Agents is acting solely as placement agent in connection with the Subscription and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for the Investor or any other Person in connection with the Subscription; (c) none of the Placement Agents, any of their affiliates or any control Persons, officers, directors, employees, partners, agents or representatives of any of the foregoing has made, or will make, any (x) representation or warranty, whether express or implied, of any kind or character and have not provided, and will not provide, any advice or recommendation in connection with the Subscription or (y) independent investigation with respect to SPAC, Pagaya or the Subscription Shares or the accuracy, completeness or adequacy of any information supplied by Pagaya and (d) the Placement Agents have not prepared a disclosure or offering document in connection with the offer and sale of the Subscription Shares. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the such other investor’s respective affiliates or any control personsPersons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its respective their affiliates or any control personsPersons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (other than SPAC and Pagaya), or (iv) SPAC, any affiliates, or any Non-Party Affiliatecontrol Persons, officers, directors, employees, partners, agents or representatives of any of SPAC, Pagaya or any other party to the Transaction Documents shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tortSubscription Shares. On behalf of itself and its affiliates, contract or otherwise) for breach of this Subscription Agreement or the Investor releases the Placement Agents in respect of any written losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or oral representations made or alleged disbursements related to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation person (including, without limitation, including the Placement Agent, any of its respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 2.2 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor Subscriber acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement neither of the PIPE Securities (including the investor’s respective Placement Agent, nor its affiliates or any of its or their respective control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, Nauticus or any other person or entity concerning the Company or Nauticus. Subscriber further acknowledges and agrees that no Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons, members, officers, directors, partners, agents, employees or other representatives of its respective controlled affiliates, any such Other Subscriber) shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current hereafter taken or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or omitted to be taken by any of ListCo’s, ARYA’s, them in connection with the Company’s or the Placement Agent’s respective controlled affiliates or any family member purchase of the foregoingSecurities.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo PFDR and the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, respectively, in making its investment or decision to invest in ListCoPFDR. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Amended and Restated Business Combination Agreement or any Non-Party AffiliateAffiliate (other than PFDR and the Company with respect to the previous sentence), shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAPFDR, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAPFDR, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAPFDR, the Company, the any Placement Agent or any of ListCo’s, ARYAPFDR’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of Shares pursuant to this Subscription Agreement. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the sale of Shares pursuant to this Subscription Agreement. The Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the sale of Shares pursuant to this Subscription Agreement. This undertaking is given freely and after obtaining independent legal advice.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Xxxxxxx expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoXxxxxxx. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate other than Xxxxxxx, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.,

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any of their respective control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Motion expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoMotion. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control controlling persons, officers, directors, employeespartners, agents, partners, agents or agents, and any representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any of their respective control persons, officers, directors, directors or employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement Agreement, including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors or employees, that is not a party hereto shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoMotion, ARYA, the CompanyAmbulnz, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoMotion, ARYA, the CompanyAmbulnz, the Placement AgentAgents, any of its respective controlled their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoMotion, ARYA, the CompanyAmbulnz, the Placement Agent Agents or any of ListCoMotion’s, ARYA’s, the CompanyAmbulnz’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing. On behalf of itself and its affiliates, the Investor releases each of the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Subscription Agreement or the transactions contemplated hereby.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo JIH expressly contained in Section 5 of this Subscription Agreement and ARYA the representations and warranties of the Company expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (ia) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (iib) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, in each case, absent their own gross negligence, fraud or (iii) any other party to the Transaction Agreement or any Non-Party Affiliatewillful misconduct, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAXXX, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAJIH, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. hereby For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAJIH, the Company, the any Placement Agent or any of ListCo’s, ARYAJIH’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentCompany, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Merger Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the Company, the Placement Agent Company or any Non-Party Affiliate concerning ListCo, ARYASPAC, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the Company, the Placement Agent or any of ListCo’s, ARYA’s, SPAC’s or the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.. [SIGNATURE PAGES FOLLOW]

Non-Reliance and Exculpation. The Investor Exchangor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation person (including, without limitation, including the Placement Agent, any of its respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 2.2 of this Subscription Exchange Agreement, in making its investment or decision to invest in ListCothe Company. The Investor Exchangor (i) acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement neither of the PIPE Securities (including the investor’s respective Placement Agent, nor its affiliates or any of its or their respective control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Exchangor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesExchange Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase receipt of the PIPE Securities pursuant to the Exchange or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Exchange Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, Target or any other person or entity concerning the Company or Target and (ii) releases the Placement Agent in respect of its respective controlled affiliatesany loses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Subscription Exchange Agreement or the transactions contemplated hereby. For purposes Exchangor further acknowledges and agrees that no Subscriber pursuant to a Subscription Agreement (including the controlling persons, members, officers, directors, partners, agents, employees or other representatives of any Subscriber) shall be liable to Exchangor pursuant to this Exchange Agreement for any action heretofore or hereafter taken or omitted to be taken by any Subscriber in connection with the purchase of the Securities (as defined in the Subscription Agreements) pursuant to a Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, GMBT, the Placement AgentAgent or the Company, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 3 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Issuer. The Investor Subscriber acknowledges and agrees that none of (i) any other investor Other Subscriber pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Acquired Shares (including the investorany Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates (iii) any other party to the Combination Agreement (other than the Issuer) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingIssuer, the Company or (iii) any other party to the Transaction Combination Agreement (other than the Issuer) shall be liable (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor, the Company or any Non-Party Affiliateother person or entity), shall whether in contract, tort or otherwise, or have any liability or obligation, to the InvestorSubscriber, any person claiming through such Subscriber, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesAcquired Shares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement Acquired Shares or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingTransactions.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentCompany, Electriq Power or any of its the respective affiliates or and any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Securities Purchase Agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control controlling persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), ) or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (for the avoidance of doubt, other than the Company), including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors, employees or representatives that is not a party hereto, shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Securities Purchase Agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Electriq Power or any Non-Party Affiliate Affiliates concerning ListCo, ARYA, the Company, the Placement Agent, Electriq Power or any of its the respective controlled affiliatesaffiliates and any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of the foregoing, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent Electriq Power or any of ListCo’sthe respective affiliates or any of their respective subsidiaries, ARYA’scontrol persons, the Company’s officers, directors, employees, partners, agents or the Placement Agent’s respective controlled affiliates representatives or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo ARYA expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoARYA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the any Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, the Company or any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo ACON expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoACON. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingsuch investor), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement Company or any Non-Party Affiliateof its affiliates, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAACON, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYAACON, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAACON, the Company, the Placement Agent or any of ListCo’s, ARYAACON’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoIssuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, Investor or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Subscribed Notes or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe Issuer, the Company, the Placement Agent Agents or any Non-Party Affiliate (as defined below) concerning ListCo, ARYAthe Issuer, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAthe Issuer, the Company, the any Placement Agent or any of ListCo’s, ARYAthe Issuer’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of Subscribed Notes pursuant to this Subscription Agreement. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the sale of Subscribed Notes pursuant to this Subscription Agreement. The Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the sale of Subscribed Notes pursuant to this Subscription Agreement. This undertaking is given freely and after obtaining independent legal advice.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, BOA or the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCothe Issuer, ARYA, the CompanyBOA, the Placement Agent Agents or any Non-Party Affiliate concerning ListCothe Issuer, ARYA, the CompanyBOA, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder equity holder or affiliate of ListCothe Issuer, ARYA, the CompanyBOA, the Placement Agent Agents or any of ListCo’s, ARYAthe Issuer’s, the CompanyBOA’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Tailwind expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoTailwind. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (other than Tailwind) or any Non-Party AffiliateAffiliate of the Company or the Placement Agent, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYATailwind, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYATailwind, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYATailwind, the Company, the Placement Agent or any of ListCo’s, ARYATailwind’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the SEC Reports and the statements, representations and warranties of ListCo KVSA expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoKVSA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this any Other Subscription Agreement or any other subscription agreement related Agreements relating to the private placement of the PIPE Securities Investment (including the such other investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (other than KVSA), or (iv) any affiliates, or any Non-Party Affiliatecontrol persons, officers, directors, employees, partners, agents or representatives of any of the Company or any other party to the Transaction Agreement (other than KVSA) shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesInvestment, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentAgents, any of its respective controlled their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYAKVSA’s, the Company’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentG4G, Zero Nox or any of its their respective affiliates or any of their or their respective affiliates’ control persons, officers, directors, directors and employees, partners, agents or representatives of any of the foregoing), other than the SEC Documents and the statements, representations and warranties of ListCo G4G expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. G4G. The Investor acknowledges and agrees that none no other party to the Transaction Agreement (other than G4G), including any such party’s representatives, affiliates or any of (i) any other investor its or their control persons, officers, directors or employees, that is not a party hereto shall be liable to the Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoG4G, ARYA, the Company, the Placement Agent Zero Nox or any Non-Party Affiliate concerning ListCoG4G, ARYA, the Company, the Placement AgentZero Nox, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoG4G, ARYA, the Company, the Placement Agent Zero Nox or any of ListCo’s, ARYA’s, the CompanyG4G’s or the Placement AgentZero Nox’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, KVSB, the Company, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the SEC Reports and the statements, representations and warranties of ListCo KVSB expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoKVSB. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this any Other Subscription Agreement or any other subscription agreement related Agreements relating to the private placement of the PIPE Securities Investment (including the such other investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any party to the Transaction Agreement (other than KVSB), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the Company or any other party to the Transaction Agreement or any Non-Party Affiliate, (other than KVSB) shall have any liability be liable to the Investor, or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its the subject mattermatter hereof, or the transactions contemplated hereby hereby, for any action heretofore or therebyhereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAKVSB, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAKVSB, the Company, the Placement AgentAgents, any of its respective controlled their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAKVSB, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s their respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Apex expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoApex. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (other than Apex), or (iv) any affiliates, or any Non-Party Affiliatecontrol persons, officers, directors, employees, partners, agents or representatives of any of Apex, the Company or any other party to the Transaction Agreement shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAApex, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAApex, the Company, the Placement AgentAgents, any of its respective controlled their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAApex, the Company, the Placement Agent or any of ListCo’s, ARYAApex’s, the Company’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its their respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employeespartners, agents, partners, agents or agents, and any representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoingrepresentatives, or (iii) any other party to the Transaction Merger Agreement that is not a party hereto, including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors or employees, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, Cosmos, Redwire, the Placement Agent or any Non-Party Affiliate Affiliates concerning ListCo, ARYA, the Company, Cosmos, Redwire, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, Cosmos, Redwire, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective their controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo FinServ expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoFinServ. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Investor (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (as defined below), shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAFinServ, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAFinServ, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAFinServ, the Company, the a Placement Agent or any of ListCo’s, ARYAFinServ’s, the Company’s or the a Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. 12. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its their respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Backstop Subscription Agreement or in the Merger Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective Placement Agent, its affiliates or any of its or their control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingrepresentatives, or (iiiii) any other party to the Transaction Merger Agreement (other than in respect of the representations and warranties set forth in the Merger Agreement), including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors or employees, that is not a party hereto shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Backstop Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Backstop Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, BBAI, BigBear, the Placement Agent or any Non-Party Affiliate Affiliates concerning ListCo, ARYA, the Company, BBAI, BigBear, the Placement Agent, any of its respective their controlled affiliates, this Backstop Subscription Agreement or the transactions contemplated hereby. For purposes of this Backstop Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), person other than the statements, representations and warranties of ListCo expressly the Company and Target contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, Agreement in making its investment or decision to invest in ListCothe Company and Target. The Investor Subscriber acknowledges and agrees that none neither any Placement Agent nor any affiliate of any Placement Agent has provided Subscriber with any information or advice with respect to the Subscribed Securities nor is such information or advice necessary or desired. In connection with the issuance of the Subscribed Securities, Subscriber acknowledges and agrees that neither any Placement Agent nor any of their affiliates has acted as a financial advisor or fiduciary to Subscriber. Subscriber agrees that neither (i) any Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons, members, officers, directors, partners, agents, employees or other investor Representatives of any such Other Subscriber) nor (ii) the Placement Agents, their respective affiliates or any of their or their affiliates’ respective control persons, officers, directors or employees or other Representatives, shall be liable to Subscriber pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Subscribed Securities. Subscriber acknowledges that neither the Placement Agents, nor their respective Representatives: (a) shall be liable to Subscriber for any improper payment made in accordance with the information provided by the Company or Target; (b) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company or the Target pursuant to this Subscription Agreement or the BCA (together with respect any related documents, the “Transaction Documents”); or (c) shall be liable to any claim Subscriber (whether in tort, contract or otherwise) (x) for breach any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or in respect any Transaction Document or (y) for anything which any of any written them may do or oral representations made or alleged to be made refrain from doing in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreementany Transaction Document, “Non-Party Affiliates” means each formerexcept for their gross negligence, current willful misconduct or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingbad faith.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. [The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesSubscribed Notes, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Subscribed Notes or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the CompanyCompany Parties, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYASPAC, the CompanyCompany Parties, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the CompanyCompany Parties, the Placement Agent Agents or any of ListCo’s, ARYASPAC’s, the Company’s Company Parties’ or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing.]10 / [The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the statements, representations and warranties of SPAC expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SPAC. The Investor acknowledges and agrees that none of (i) any Other Investor pursuant to any Other Subscription Agreement (including such Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) any other party to the Business Combination Agreement or any Non-Party Affiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any Other Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the Subscribed Notes, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Notes or with respect to any claim (whether in tort, contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by SPAC, the Company Parties or any Non-Party Affiliate concerning SPAC, the Company Parties, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of SPAC, the Company Parties or any of SPAC’s, the Company Parties’ controlled affiliates or any family member of the foregoing.]11 10 Insert for Monarch Capital only. 11 Insert for all other investors.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, the Company (or any of its respective affiliates affiliates) or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo E2open Parent expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoE2open Parent. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates Agent or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Share Purchase Agreement or any Non-Party AffiliateAffiliate (other than E2open Parent with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAE2open Parent, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYAE2open Parent, the Company, the Placement Agent, any of its respective controlled their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAE2open Parent, the Company, the any Placement Agent or any of ListCo’s, ARYAE2open Parent’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it it, he or she is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its its, his or her investment or decision to invest in ListCoIssuer. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAIssuer, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAIssuer, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAIssuer, the Company, the Placement Agent Agents or any of ListCo’s, ARYAIssuer’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, and is expressly disclaiming reliance on any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement agreements related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to to: (x) this Subscription Agreement or any other subscription agreement agreements related to the private placement of the PIPE Securities, Shares; (y) the negotiation hereof or thereof or of this Subscription Agreement, its subject matter, matter or the private placement of the Shares; or (z) the transactions contemplated hereby under this Subscription Agreement or therebyunder any other subscription agreements related to the private placement of the Shares. Without limiting the generality of the foregoing, including, without limitation, with respect the prohibition on liability set forth in the preceding sentence shall apply only to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with with: (i) the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of Agreement; (ii) any written or oral representations made or alleged to be made in connection herewithwith this Subscription Agreement, as expressly provided herein, in this Subscription Agreement; or for (iii) any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYA, the CompanyX-energy, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoSPAC, ARYA, the CompanyX-energy, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of under this Subscription Agreement, . “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYAX-energy, the Company, the any Placement Agent or any of ListCoSPAC’s, ARYA’s, the CompanyX-energy’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo PubCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoPubCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement BCA or any Non-Party AffiliateAffiliate (as defined below) (other than PubCo with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, except as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYAPubCo, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoSPAC, ARYAPubCo, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYAPubCo, the Company, the Placement Agent Agents or any of ListCoSPAC’s, ARYAPubCo’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Investor Subscriber acknowledges and agrees that none of (i) any other investor Other Subscriber pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investorany such Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to this Subscription Agreement, the Other Subscription Agreements and the Merger Agreement (collectively, the “Transaction Documents”) (other than the Issuer), and (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the Issuer, SPAC or any other party to the Transaction Agreement or any Non-Party Affiliate, Documents shall have any liability be liable to the InvestorSubscriber, or to any other investorOther Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase subscription of the PIPE Securities Company Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, herewith (except as expressly provided herein), or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the CompanyIssuer, the Placement Agent or any Non-Party Affiliate other person or entity, concerning ListCo, ARYA, the CompanyIssuer, the Placement Agent, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, in connection with the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingSubscription.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentCompany, Electriq Power or any of its the respective affiliates or and any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Securities Purchase Agreement related to the private placement of the PIPE Additional Securities (including the investor’s respective affiliates or any control controlling persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), ) or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement (for the avoidance of doubt, other than the Company), including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors, employees or representatives that is not a party hereto, shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Securities Purchase Agreement related to the private placement of the PIPE Additional Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Additional Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Electriq Power or any Non-Party Affiliate Affiliates concerning ListCo, ARYA, the Company, the Placement Agent, Electriq Power or any of its the respective controlled affiliatesaffiliates and any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives of the foregoing, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent Electriq Power or any of ListCo’sthe respective affiliates or any of their respective subsidiaries, ARYA’scontrol persons, the Company’s officers, directors, employees, partners, agents or the Placement Agent’s respective controlled affiliates representatives or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo AONE expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoAONE. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoingforegoing in each case, absent their own gross negligence, fraud or willful misconduct, or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of AONE, the Company or any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAAONE, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAAONE, the Company, the Placement AgentAgents, any of its respective controlled their affiliates, this Subscription Agreement Agreement, or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAAONE, the Company, the Placement Agent or any of ListCo’s, ARYAAONE’s, the Company’s or the Placement Agent’s Agents’ respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 of this Subscription Agreement and ARYA those statements, representations and warranties of SPAC expressly contained in Section 6 of this Subscription Agreement7, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (other than the Issuer and SPAC with respect to the previous sentence), shall have any liability (including in contract, tort, under federal or state securities laws or otherwise) to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCoSPAC, ARYAthe Issuer, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCoSPAC, ARYAthe Issuer, the Company, the Placement AgentAgents, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the transaction contemplated hereby. The Investor agrees not to commence any litigation or bring any claim against the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the transactions contemplated hereby. The undertakings set forth in this paragraph is given freely and after obtaining independent legal advice. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCoSPAC, ARYAthe Issuer, the Company, the any Placement Agent or any of ListCoSPAC’s, ARYA’s, the Issuer’s the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its their respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 2.2 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor Subscriber acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective Placement Agent, its affiliates or any of their respective control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate other person or entity concerning ListCo, ARYA, the Company, the Placement Agent, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes , absent gross negligence, willful misconduct, or non-compliance with law on the part of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the SEC Reports and statements, representations and warranties of ListCo Issuer or ParentCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoParentCo. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any other party to the Placement AgentBCA (other than Issuer or ParentCo), its respective affiliates or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of Issuer, ParentCo, the foregoing, Company or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, BCA shall have any liability be liable to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe Issuer or ParentCo, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYAthe Issuer or ParentCo, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the BCA or the transactions contemplated herebyhereby and thereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAthe Issuer or ParentCo, the Company, the Placement Agent or any of ListCothe Issuer’s, ARYAParentCo’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation person (including, without limitation, including the Placement AgentAdvisor, any of its respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 2.2 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor Subscriber acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement neither of the PIPE Securities (including the investor’s respective Advisor, nor its affiliates or any of its or their respective control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent Advisor, SoundHound or any Non-Party Affiliate other person or entity concerning ListCothe Company or SoundHound. Subscriber further acknowledges and agrees that no Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons, ARYAmembers, the Companyofficers, the Placement Agentdirectors, partners, agents, employees or other representatives of any of its respective controlled affiliates, such Other Subscriber) shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current hereafter taken or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or omitted to be taken by any of ListCo’s, ARYA’s, them in connection with the Company’s or the Placement Agent’s respective controlled affiliates or any family member purchase of the foregoingSecurities.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Company and IIAC expressly contained in Section 5 3 and ARYA expressly contained in Section 6 4, respectively of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor Subscriber acknowledges and agrees that none of (i) any other investor Other Subscriber pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Acquired Shares (including the investorsuch Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the InvestorSubscriber, or to any other investorOther Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesAcquired Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Acquired Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, IIAC, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYA, the Company, IIAC, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the IIAC, any Placement Agent or any of ListCothe Company’s, ARYA’s, the CompanyIIAC’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its respective their affiliates or any of its or their control persons, officers, directors, partners employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Virtuoso and the Company expressly contained in Section Sections 5 and ARYA expressly contained in Section 6 6, respectively, of this Subscription Agreement, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any no other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of shares of the PIPE Securities Company’s capital stock (including the respective controlling persons, officers, directors, partners, employees, agents or representatives of any investor’s respective ), (ii) the Placement Agents, their affiliates or any of its or their control persons, officers, directors, partners, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, foregoing or (iii) any other party to the Transaction Agreement Agreement, including any such party’s representatives, affiliates or any Non-Party Affiliateof its or their control persons, officers, directors, partners, employees or agents, that is not a party hereto shall have any liability be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of shares of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to Company’s capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares hereunder or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAVirtuoso, the Company, Wejo, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAVirtuoso, the Company, Wejo, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAVirtuoso, the Company, the Wejo, any Placement Agent Agents or any of ListCo’s, ARYAVirtuoso’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, BOA or the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer and BOA expressly contained in Section Sections 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, respectively, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCothe Issuer, ARYA, the CompanyBOA, the Placement Agent Agents or any Non-Party Affiliate concerning ListCothe Issuer, ARYA, the CompanyBOA, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder equity holder or affiliate of ListCothe Issuer, ARYA, the CompanyBOA, the Placement Agent Agents or any of ListCo’s, ARYAthe Issuer’s, the CompanyBOA’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo STPC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSTPC. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this the Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Agreements (including the investorsuch Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesOther Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASTPC, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYASTPC, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASTPC, the Company, the any Placement Agent or any of ListCo’s, ARYASTPC’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Xxx expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoXxx. The Investor acknowledges and agrees that none of (ia) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Other Subscription Agreement (including the such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (iib) the Placement AgentAgents, its respective their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (c) the Company or any of its affiliates, control persons, officers, directors, employees, partners, agents or representatives, or (iiid) any other party to the Transaction Agreement (other than Xxx) or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAXxx, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAXxx, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAXxx, the Company, the any Placement Agent or any of ListCo’s, ARYALeo’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo PFDR and the Company expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, respectively, in making its investment or decision to invest in ListCothe Company. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Business Combination Agreement or any Non-Party AffiliateAffiliate (other than PFDR and the Company with respect to the previous sentence), shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAPFDR, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAPFDR, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAPFDR, the Company, the any Placement Agent or any of ListCo’s, ARYAPFDR’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of Shares pursuant to this Subscription Agreement. On behalf of the Investor and its affiliates, the Investor releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the sale of Shares pursuant to this Subscription Agreement. The Investor agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the sale of Shares pursuant to this Subscription Agreement. This undertaking is given freely and after obtaining independent legal advice.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentCompany, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Merger Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the Company, the Placement Agent Company or any Non-Party Affiliate concerning ListCo, ARYASPAC, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the Company, the Placement Agent or any of ListCo’s, ARYA’s, SPAC’s or the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo SPAC expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSPAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Combination Agreement or any Non-Party AffiliateAffiliate (other than SPAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYASPAC, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASPAC, the Company, the Placement Agent or any of ListCo’s, ARYASPAC’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the SEC Reports and statements, representations and warranties of ListCo Issuer or ParentCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoParentCo. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement BCA (other than Issuer or ParentCo), or (iv) any affiliates, or any Non-Party Affiliatecontrol persons, officers, directors, employees, partners, agents or representatives of any of Issuer, ParentCo, the Company or any other party to the BCA shall have any liability be liable to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its the subject mattermatter hereof or thereof, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAthe Issuer or ParentCo, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAthe Issuer or ParentCo, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the BCA or the transactions contemplated herebyhereby and thereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAthe Issuer or ParentCo, the Company, the any Placement Agent or any of ListCothe Issuer’s, ARYAParentCo’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Jaws expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoJaws. The Investor acknowledges and agrees that that, other than the statements, representations and warranties of Jaws expressly contained in Section 5 of this Subscription Agreement, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, foregoing shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAJaws, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYAJaws, the Company, the Placement Agent, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAJaws, the Company, the Placement Agent or any of ListCo’s, ARYA’sJaws’, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)corporation, other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 of this Subscription Agreement and ARYA those statements, representations and warranties of SPAC expressly contained in Section 6 of this Subscription Agreement7, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), or (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (other than the Issuer and SPAC with respect to the previous sentence), shall have any liability (including in contract, tort, under federal or state securities laws or otherwise) to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASPAC, the CompanyIssuer, the Placement Agent Company or any Non-Party Affiliate concerning ListCoSPAC, ARYAthe Issuer, the Company, the Placement Agent, any of its their respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.the

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, Issuer or any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo the Issuer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCothe Issuer. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)in Issuer, (ii) the Placement Agent, its respective affiliates Osprey or any control personsaffiliate of Osprey or any employee, officerscontractor, directors, employees, partners, agents agent or representatives director of any of the foregoingsuch party, or (iii) any financial or other party to the Transaction Agreement advisor of Issuer, or (iii) any Non-Party AffiliateAffiliate (as defined below) of any of the foregoing parties, shall have any liability to the Investor, or to any other investor, Investor pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesAgreement, the negotiation hereof or thereof or its subject matterof this Subscription Agreement, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them such party in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, or on behalf of the Company, Issuer concerning the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement AgentIssuer, any of its respective controlled affiliatesNon-Party Affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder equity holder or affiliate of ListCo, ARYA, the Company, the Placement Agent Issuer or any of ListCo’s, ARYA’s, the CompanyIssuer’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA SOAC expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoSOAC. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateAffiliate (other than SOAC with respect to the previous sentence), shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYASOAC, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYASOAC, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYASOAC, the Company, the any Placement Agent or any of ListCo’s, ARYASOAC’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement AgentAgents, the Company or any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo ArcLight expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoArcLight. The Investor acknowledges and agrees that that, other than the statements, representations and warranties of ArcLight expressly contained in Section 5 of this Subscription Agreement, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentAgents, its respective their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Merger Agreement (other than ArcLight) or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYAArcLight, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYAArcLight, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYAArcLight, the Company, the Placement Agent Agents or any of ListCo’s, ARYAArcLight’s, the Company’s or the Placement Agent’s respective Agents’ controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Dragoneer, the Company, the Placement AgentAgents, any of its their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo Dragoneer expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCoDragoneer. The To the fullest extent permitted by law, the Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), ) or (ii) the Placement AgentAgents, its respective their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investorOther Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the PIPE SecuritiesShares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYADragoneer, the Company, the Placement Agent Agents or any Non-Party Affiliate concerning ListCo, ARYADragoneer, the Company, the Placement AgentAgents, any of its respective their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYADragoneer, the Company, the any Placement Agent or any of ListCo’s, ARYADragoneer’s, the Company’s or the any Placement Agent’s respective controlled affiliates or any family member of the foregoing. To the fullest extent permitted by law, no Placement Agent shall have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor, Dragoneer or the Company or any other person or entity), whether in contract, tort or otherwise, to you, or to any person claiming through you, in respect of this Subscription Agreement, the transactions contemplated hereby and matters arising herefrom.

Non-Reliance and Exculpation. The Investor Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), person other than the statements, representations and warranties of ListCo expressly the Company and the Target contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, Agreement in making its investment or decision to invest in ListCothe Company. The Investor Subscriber further acknowledges and agrees that none of neither (i) any other investor purchaser pursuant to this Subscription Agreement or any other subscription agreement related to agreements entered into in connection with the private placement of the PIPE Securities Offering (including the investor’s controlling persons, members, officers, directors, partners, agents, employees or other Representatives of any such other purchaser) nor (ii) the Placement Agents, their respective affiliates or any of their or their affiliates’ respective control persons, officers, directors, employees, partners, agents employees or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party AffiliateRepresentatives, shall have any liability be liable to the Investor, or to any other investor, Subscriber pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities Offered Securities. Subscriber acknowledges that neither of the Placement Agent, nor their respective Representatives: (a) shall be liable to Subscriber for any improper payment made in accordance with the information provided by the Company; (b) makes any representation or with respect warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any claim information, certificates or documentation delivered by or on behalf of the Company pursuant to this Subscription Agreement or the Share Exchange Agreement; or (c) shall be liable to Subscriber (whether in tort, contract or otherwise) (x) for breach any action taken, suffered or omitted by any of this Subscription Agreement or them in respect of any written or oral representations made or alleged good faith and reasonably believed to be made in connection herewith, as expressly provided herein, authorized or for any actual within the discretion or alleged inaccuracies, misstatements rights or omissions with respect to any information or materials of any kind furnished powers conferred upon it by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes Share Exchange Agreement or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement or any the Share Exchange Agreement, “Non-Party Affiliates” means each formerexcept for their gross negligence, current willful misconduct or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoingbad faith.