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 Agents, any of 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 SCS expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCS. The Investor acknowledges and agrees that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement shall be liable to the Investor pursuant to this Subscription Agreement, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

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 AgentsPeak and any of its affiliates, any control persons, officers, directors, employees, partners, agents, representatives, legal counsel, financial advisors or accountants), other than the statements, representations and warranties of their Peak expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Peak. The Investor acknowledges and agrees that none of (i) the Other Investors pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Securities (including the Other Investors’ 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 SCS expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCS. The Investor acknowledges and agrees that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement Peak shall be liable to the Investor Investor, or to any Other Investor, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Securities, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 SharesSecurities.

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 Agents, any of their 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 SCS UPTD expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSUPTD. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Merger Agreement (other than SCSUPTD) or (iviii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSUPTD, the Company or any other party to the Transaction Merger Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of their 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 SCS the Issuer expressly contained set forth in Section 5 of this Subscription AgreementAgreement or in the SEC Documents, in making its investment or decision to invest in SCSthe Issuer. The Investor acknowledges and Subscriber agrees that, to the maximum extent permitted by law, that none of (i) any other investor the Other Subscribers pursuant to this Subscription Agreement or any Other Subscription Agreement other agreement related to the private placement of shares of the Issuer’s capital stock (including any such investor’s respective affiliates or any control the controlling persons, officers, directors, employees, partners, agents or representatives employees of any of the foregoing), such Subscriber) or (ii) any other party to the Placement AgentsBusiness Combination Agreement (other than the Issuer or Jasper), their respective including any such party’s representatives, affiliates or any of its or their control persons, officers, directors, directors or employees, partnersthat is not a party hereto, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement shall be liable to the Investor Subscriber pursuant to this Subscription Agreement, or to any Other Subscriber pursuant to this Subscription Agreement, any Other Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s capital stock, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 Subscribed Shares.

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 Agents, any of their 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 SCS Issuer, Purchaser, Merger Sub and Company expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSPurchaser. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) Agreement, or (iviii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIssuer, Purchaser, Merger Sub, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 Acquired Shares.

Non-Reliance and Exculpation. The Each 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 AgentsAgent, any of their respective its 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 SCS Lilium expressly contained in Section 5 4, Section 8(a) and Section 11 of this Subscription Agreement, in making its investment or decision to invest in SCSLilium. The Each Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor Investor pursuant to this Subscription Agreement the Transaction Documents or any Other Subscription other Agreement related to the private placement of the Securities (including any such investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its 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 SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement Lilium shall be liable to the Investor such Investor, or to any other Investor, pursuant to this Subscription Agreementthe Transaction Documents or any other agreement related to the private placement of the Securities, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 SharesSecurities.

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 Agents, any of 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 SCS RTP expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSRTP. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) RTP), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSRTP, the Company or any other party to the Transaction Agreement (other than RTP) shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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, the Placement Agents, any of their 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 SCS NextGen expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSNextGen; provided that the foregoing shall not apply to the representations and warranties made in the Prior Investor Subscription Agreement. The Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Shares (including any 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 Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) NextGen), or (iviii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSNextGen, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)) with respect to the purchase of the Shares pursuant to this Subscription Agreement, other than the statements, representations and warranties of SCS ENNV expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSpurchase the Shares. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such investorthe Other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) to the maximum extent permitted by applicable law, the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) ENNV), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSENNV, the Company or any other party to the Transaction Agreement shall be liable to the Investor pursuant to this Subscription AgreementAgreement related to the private placement of the Shares, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

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 AgentsAgent, any of their respective its 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 SCS RAAC expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSRAAC. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) RAAC), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSRAAC, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any Other Investor, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

Non-Reliance and Exculpation. The Each 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 AgentsPeak and any of its affiliates, any control persons, officers, directors, employees, partners, agents, representatives, legal counsel, financial advisors or accountants), other than the statements, representations and warranties of their Peak expressly contained in Section 2 of this Subscription Agreement, in making its investment or decision to invest in Peak. The Investor acknowledges and agrees that none of (i) the other Investors pursuant to this Subscription Agreement related to the private placement of the Notes (including the other Investors’ 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 SCS expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCS. The Investor acknowledges and agrees that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement Peak shall be liable to the Investor Investor, or to any other Investor, pursuant to this Subscription AgreementAgreement related to the private placement of the Notes, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 SharesNotes.

Non-Reliance and Exculpation. The Each 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 AgentsAgent, any of their respective its 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 SCS Lilium expressly contained in Section 5 4, Section 9(a) and Section 12 of this Subscription Agreement, in making its investment or decision to invest in SCSLilium. The Each Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor Investor pursuant to this Subscription Agreement the Transaction Documents or any Other Subscription other Agreement related to the private placement of the Securities (including any such investorInvestor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its 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 SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement Lilium shall be liable to the Investor such Investor, or to any other Investor, pursuant to this Subscription Agreementthe Transaction Documents or any other agreement related to the private placement of the Securities, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 SharesSecurities.

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 AgentsAgent, any of their respective its 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 SCS IPOB expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIPOB. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) IPOB), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIPOB, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of 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 SCS IPOC expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIPOC. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) IPOC), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIPOC, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 AgentsAgent or the Company, any of 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 SCS GX expressly contained in Section 5 [5][6] of this Subscription Agreement, in making its investment or decision to invest in SCSGX. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) Agreement, or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSGX, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of 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 SCS expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCS. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other person claiming through the Investor pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

Non-Reliance and Exculpation. The Investor Undersigned 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 Agents, any of their 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 SCS expressly contained in Section 5 of this Subscription Agreement, Agreement in making its investment or decision to invest in SCSHoldCo. The Investor acknowledges and Undersigned agrees that, to the maximum extent permitted by law, none of that neither (i) any other investor purchaser pursuant to this Subscription Agreement or any Other Subscription Agreement other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, or employees of any such investor’s other purchaser) nor (ii) each Placement Agent, each of their respective affiliates or any of their respective affiliates’ respective control persons, officers, directors, directors or employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement shall be liable to the Investor Undersigned pursuant to this Subscription Agreement, the negotiation hereof or the thereof or its subject matter hereofmatter, or the transactions contemplated herebyhereby or thereby, including, without limitation, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SharesShares 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.

Non-Reliance and Exculpation. The Each 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, the Placement Agentsany placement agent, any of their respective its 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 SCS the Company expressly contained in Section 5 4 of this Subscription Agreement, in making its investment or decision to invest in SCSthe Company. The Each Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor Investor pursuant to this Subscription Agreement or any Other Subscription Agreement other agreement related to the private placement of the Shares (including any such investorother Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agentsany placement agent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement Documents (other than SCS) the Company), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement Documents shall be liable to the Investor Investor, or to any other Investor, pursuant to this Subscription AgreementAgreement or any other agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

Non-Reliance and Exculpation. The Investor undersigned 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 Agents, any of 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 SCS the Company expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSthe Company. The Investor undersigned acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor Other Subscriber pursuant to this Subscription Agreement or any Other Subscription Agreement (including any such investorOther Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, 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 SCSthe Company) or (iv) any affiliatesNon-Party Affiliate shall have any liability to the undersigned or to any Other Subscriber pursuant to, arising out of or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company relating to this Subscription Agreement or any other party subscription agreement related to the Transaction Agreement shall be liable to private placement of the Investor pursuant to this Subscription AgreementShares or the Warrants, the negotiation hereof or the thereof or its subject matter hereofmatter, or the transactions contemplated herebyhereby or thereby, for 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 Shares.or

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 Agents, any of 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 SCS ASPL expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSASPL. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) ASPL), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSASPL, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any Other Investor, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

Non-Reliance and Exculpation. The Each 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, the Placement Agentsany placement agent, any of their respective its 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 SCS the Company expressly contained in Section 5 4 of this Subscription Purchase Agreement, in making its investment or decision to invest in SCSthe Company. The Each Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor Investor pursuant to this Subscription Purchase Agreement or any Other Subscription Agreement other agreement related to the private placement of the Shares (including any such investorother Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agentsany placement agent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement Documents (other than SCS) the Company), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement Documents shall be liable to the Investor Investor, or to any other Investor, pursuant to this Subscription AgreementPurchase Agreement or any other Purchase Agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of their 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 SCS expressly contained in Section 5 of this Subscription Agreement, Agreement in making its investment or decision to invest in SCSHoldCo. The Investor acknowledges and Subscriber agrees that, to the maximum extent permitted by law, none of that neither (i) any other investor purchaser pursuant to this Subscription Agreement or any Other Subscription Agreement other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, or employees of any such investor’s other purchaser) nor (ii) each Placement Agent, each of their respective affiliates or any of their respective affiliates’ respective control persons, officers, directors, directors or employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or any other party to the Transaction Agreement shall be liable to the Investor Subscriber pursuant to this Subscription Agreement, the negotiation hereof or the thereof or its subject matter hereofmatter, or the transactions contemplated herebyhereby or thereby, including, without limitation, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SharesShares 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.

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 Agents, any of 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 SCS IPOE expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIPOE. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) IPOE), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIPOE, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, Ignyte and any of their respective affiliates or its affiliates, any control persons, officers, directors, employees, partners, agents agents, representatives, legal counsel, financial advisors or representatives of any of the foregoingaccountants), other than the statements, representations and warranties of SCS Ignyte expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIgnyte. The Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor the Other Investors pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Securities (including any such investor’s the Other Investors’ respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) Ignyte), or (iviii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIgnyte, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any Other Investor, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Securities, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 SharesSecurities.

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 AgentsAgent, any of 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 SCS MCAD expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSMCAD. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) Agreement, or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSMCAD, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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. 1 To clarify, the 8-K which will include the form subscription agreement, and any MNPI will be filed following the signature of the merger agreement.

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 Agents, any of 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 SCS the Company expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSthe Company. The Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Shares (including any such investor’s the 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 Agents, their respective affiliates or any of its or their control persons, officers, directors, directors or employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, the Company or 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 of its or their control persons, officers, directors or employees, that is not a party hereto shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription Agreement, Agreement or any Other Subscription Agreement related to the negotiation hereof or private placement of the subject matter hereof, or the transactions contemplated hereby, Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

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, the Placement Agents, any of their 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 SCS NextGen expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSNextGen; provided that the foregoing shall not apply to the representations and warranties made in the Liquidation Agreement or the representations and warranties made in the Prior VIL Subscription Agreement. The Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Shares (including any 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 Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) NextGen), or (iviii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSNextGen, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 or the Placement AgentsCompany, any of 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 SCS Issuer and SPAC expressly contained in Section 5 of this Subscription Backstop Agreement, in making its investment or decision to invest in SCSIssuer or SPAC. The Investor acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) Issuer and SPAC), or (ivii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIssuer, SPAC, the Company or 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 other person or entity), whether in contract, tort or otherwise, or have any liability or obligation, to the Investor pursuant or any person claiming through the Investor, related to this Subscription Agreementthe private placement of the Backstop Shares, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Backstop Shares.

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 AgentsAgent, any of 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 SCS Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIssuer. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement AgentsAgent, their respective its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) Agreement, or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIssuer, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of 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 SCS Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIssuer. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, 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 SCS) or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCS, Issuer or the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of their 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 SCS the Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSthe Issuer. The Investor Subscriber acknowledges and agrees that, to the maximum extent permitted by law, 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 Class A Shares (including any such investorthe subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement Documents (other than SCS) the Issuer), or (iviii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSthe Issuer, the Company Windmill or any other party to the Transaction Agreement Documents shall be liable to the Investor Subscriber, or to any Other Subscriber, pursuant to this Subscription AgreementAgreement or any Other Subscription Agreement related to the private placement of the Class A Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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 Class A Shares.

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 Agents, any of 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 SCS IPOC expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSIPOC. The Investor acknowledges and agrees that, to the maximum extent permitted by law, 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 Shares (including any such the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than SCS) IPOC), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of SCSIPOC, the Company or any other party to the Transaction Agreement shall be liable to the Investor Investor, or to any other investor, pursuant to this Subscription AgreementAgreement or any other subscription agreement related to the private placement of the Shares, the negotiation hereof or thereof or the subject matter hereofhereof or thereof, or the transactions contemplated herebyhereby 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.

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 Agents, any of 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 SCS CHFW expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in SCSCHFW. The Investor further acknowledges and agrees that, to the maximum extent permitted by law, that none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including any such investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement (other than SCS) or (iv) any affiliatesrepresentatives, or any control personsNon-Party Affiliate of the Placement Agents, officersshall have any liability to the Investor, directorsor to any other investor, employeespursuant to, partners, agents arising out of or representatives of any of SCS, the Company relating to this Subscription Agreement or any other party subscription agreement related to the Transaction Agreement shall be liable to private placement of the Investor pursuant to this Subscription AgreementUnits, the negotiation hereof or the thereof or its subject matter hereofmatter, or the transactions contemplated herebyhereby or thereby, for 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 SharesUnits. 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 any Placement Agent and any Placement Agent’s controlled affiliates or any family member of the foregoing.