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, other than the statements, representations and warranties of Bowen and Target expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇. 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 Acquired 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 Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (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 Bowen and Target SCS expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇SCS. The Investor acknowledges and agrees that that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares Other Subscription Agreement (including the 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 other control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any party to the Transaction Agreement, Agreement (other than SCS) or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇SCS, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired SharesAgreement, the negotiation hereof or thereof or the subject matter hereof or thereofhereof, or the transactions contemplated hereby or therebyhereby, 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 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 Bowen and Target UPTD expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇UPTD. The Investor acknowledges and agrees that that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares (including the any such 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 Transaction Agreement, Merger Agreement (other than UPTD) or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇UPTD, Target, the Company or any other party to the Transaction Merger Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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, other than the statements, representations and warranties of Bowen Issuer, Purchaser, Merger Sub and Target Company expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇Purchaser. 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 Acquired 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 Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇Issuer, TargetPurchaser, Merger Sub, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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, other than the statements, representations and warranties of Bowen and Target 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 B▇▇▇▇the Issuer. The Investor acknowledges and Subscriber agrees that none of (i) any other investor the Other Subscribers pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of shares of the Acquired Shares Issuer’s capital stock (including the investor’s respective affiliates or any control controlling persons, officers, directors, employees, partners, agents or representatives employees of any of the foregoing), such Subscriber) or (ii) any other party to the Transaction AgreementBusiness Combination Agreement (other than the Issuer or Jasper), or (iii) including any affiliatessuch 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 B▇▇▇▇, Target, or any other party to the Transaction Agreement shall be liable to the InvestorSubscriber pursuant to this Subscription Agreement, or to any other investor, Other Subscriber pursuant to this Subscription Agreement, any Other Subscription Agreement or any other subscription agreement related to the private placement of shares of the Acquired SharesIssuer’s capital stock, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, Peak 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 Bowen and Target Peak expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇Peak. The Investor acknowledges and agrees that none of (i) any other investor the Other Investors pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired Shares Securities (including the investor’s Other Investors’ 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 Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement Peak shall be liable to the Investor, or to any other investorOther Investor, pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired SharesSecurities, the negotiation hereof or thereof or the subject matter 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 Acquired SharesSecurities.

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, other than the statements, representations and warranties of Bowen and Target NextGen expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇NextGen; 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 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 Acquired Shares (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) any other party to the Transaction AgreementAgreement (other than NextGen), or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇NextGen, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, other than without limitation, Issuer, SPAC or the statementsCompany, representations and warranties any of Bowen and Target expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇. 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 Acquired Shares (including the investor’s 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 Issuer and SPAC expressly contained in Section 5 of this Backstop Agreement, in making its investment or decision to invest in Issuer or SPAC. The Investor acknowledges and agrees that none of (iii) any other party to the Transaction AgreementAgreement (other than Issuer and SPAC), or (iiiii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇Issuer, TargetSPAC, 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, or to any other investor, pursuant to this Subscription Agreement the Company or any other subscription agreement person or entity), whether in contract, tort or otherwise, or have any liability or obligation, to the Investor or any person claiming through the Investor, related to the private placement of the Acquired Backstop Shares, the negotiation hereof or thereof or the subject matter hereof or thereofhereof, or the transactions contemplated hereby or therebyhereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired 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 corporationcorporation (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 Bowen and Target IPOC expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇IPOC. 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 Acquired 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 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 AgreementAgreement (other than IPOC), or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇IPOC, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, the Placement Agent, any of 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 Bowen and Target IPOB expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇IPOB. 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 Acquired 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 affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction AgreementAgreement (other than IPOB), or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇IPOB, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (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 Bowen and Target Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇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 Acquired 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 Agents, their respective affiliates or any other party to control persons, officers, directors, employees, partners, agents or representatives of any of the Transaction Agreementforegoing, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, Issuer or any other party to the Transaction Agreement Company shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, any placement agent, any of 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 Bowen and Target the Company expressly contained in Section 5 4 of this Subscription Purchase Agreement, in making its investment or decision to invest in B▇▇▇▇the Company. The Each Investor acknowledges and agrees that none of (i) any other investor Investor pursuant to this Subscription Purchase Agreement or any other subscription agreement related to the private placement of the Acquired Shares (including the investorany other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any placement agent, 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 AgreementDocuments (other than the Company), or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, the Company or any other party to the Transaction Agreement Documents shall be liable to the Investor, or to any other investorInvestor, pursuant to this Subscription Purchase Agreement or any other subscription agreement Purchase Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired Shares.

Non-Reliance and Exculpation. The Investor Without limiting any other provision in this Agreement or any provision in any other document, the Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporationcorporation (including, other than without limitation, the statementsAgents, representations and warranties any of Bowen and Target expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇. 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 Acquired Shares (including the investor’s their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) other than the statements, representations and warranties of the Company expressly contained in Section 3 of this Agreement or in any other party transaction document, in making its investment or decision to invest in the Transaction Company. Without limiting any other provision in this Agreement, or (iii) the Purchaser acknowledges and agrees that none of any affiliates, or any control persons, sponsors, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement Company shall be liable to the Investor, or to any other investor, Purchaser pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired SharesConvertible Notes, the negotiation hereof or thereof or the subject matter 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 Acquired SharesConvertible Notes or the issuance of the Underlying Shares upon conversion of the Convertible Notes.

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 corporationcorporation (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 Bowen and Target ASPL expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇ASPL. 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 Acquired 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 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 AgreementAgreement (other than ASPL), or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇ASPL, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investorOther Investor, pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, the Placement Agent 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 Bowen and Target GX expressly contained in Section 5 [5][6] of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇GX. 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 Acquired 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 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, or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇GX, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, any placement agent, any of 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 Bowen and Target the Company expressly contained in Section 5 4 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇the Company. The Each Investor acknowledges and agrees that none of (i) any other investor Investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares (including the investorany other Investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any placement agent, 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 AgreementDocuments (other than the Company), or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, the Company or any other party to the Transaction Agreement Documents shall be liable to the Investor, or to any other investorInvestor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired Shares.

Non-Reliance and Exculpation. The Each Encompass Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agents and any person, firm or corporation, other than the statements, representations and warranties of Bowen and Target expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇. 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 Acquired Shares (including the investor’s respective their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any other party than the statements, representations and warranties of the Company expressly contained in Section 5 of this Agreement and those contained in the Ancillary Transaction Agreements, in making its investment or decision to invest in the Transaction AgreementCompany. Each Encompass Investor acknowledges and agrees that none of the Placement Agents, or (iii) any affiliates, their respective affiliates or any control persons, officers, directors, directors employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement foregoing shall be liable to the Investor, or to any other investor, Encompass Investors pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, the Placement Agents, any of their respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of Bowen and Target the Company expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇the 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 Acquired 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 Agents, their affiliates or any other party to the Transaction Agreementof its or their control persons, officers, directors or employees, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, 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, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby, Shares 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 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, other than the statements, representations and warranties of Bowen and Target NextGen expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇NextGen; 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 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 Acquired Shares (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) any other party to the Transaction AgreementAgreement (other than NextGen), or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇NextGen, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, without limitation, the Placement Agent, 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 Bowen and Target Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇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 Acquired 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 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, or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇Issuer, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 person or corporationentity, other than the statements, representations and warranties of Bowen HoldCo and Target Rosecliff expressly contained in Section 5 of this Subscription Agreementand Section 6, respectively, in making its investment or decision to invest in B▇▇▇▇the Subscribed Shares. The Investor acknowledges and agrees that none of (i) any other investor Other Investor pursuant to this any Other Subscription Agreement (including any affiliate, officer, director, control person, employee, agent or representative any Other Investor) or (ii) any other party to the Transaction Agreement or any affiliate of such other subscription agreement related to the private placement of the Acquired Shares (including the investor’s respective affiliates party or any of their respective affiliates, control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing)representatives, in each case, that is not a named party hereto (iior a successor to a named party hereto) any other party to the Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement shall be liable to the Investor, Investor for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor or any other investorperson or entity pursuant to, pursuant arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Subscribed Shares, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or therebyhereby, 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 Acquired 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, corporation other than the statements, representations and warranties of Bowen and Target Zeo expressly contained in Section 5 of this Subscription Agreement, Agreement in making its investment or decision to invest in B▇▇▇▇Zeo. The Investor acknowledges and agrees that none no Non-Party Affiliate (as defined below), shall have any liability to the Investor pursuant to, arising out of (i) any other investor pursuant or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired 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 Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the its subject matter hereof or thereofmatter, or the transactions contemplated hereby or therebyhereby, for including 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 Acquired SharesShares 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 or on behalf of Zeo, any Non-Party Affiliate or any of their respective representatives concerning Zeo, any of its 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 Zeo or any of Zeo’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, other than the statements, representations and warranties of Bowen and Target Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇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 Acquired 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 Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇Issuer, TargetPurchaser, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired 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 corporationcorporation (including, other than without limitation, the statementsCompany, representations and warranties the Placement Agents, any of Bowen and Target expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇. 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 Acquired Shares (including the investor’s their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any other party to than the Transaction statements, representations and warranties of CHFW expressly contained in this Subscription Agreement, in making its investment or (iii) any affiliatesdecision to invest in CHFW. The Investor further acknowledges and agrees that none of the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Targetrepresentatives, or any other party to Non-Party Affiliate of the Transaction Agreement Placement Agents, shall be liable 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 Acquired SharesUnits, the negotiation hereof or thereof or the its subject matter hereof or thereofmatter, or the transactions contemplated hereby 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 Acquired 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.

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, other than the statements, representations and warranties of Bowen and Target the Issuer expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇the 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 Acquired Class A Shares (including the investorsubscriber’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 Transaction AgreementDocuments (other than the Issuer), or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇the Issuer, Target, Windmill or any other party to the Transaction Agreement Documents shall be liable to the InvestorSubscriber, or to any other investorOther Subscriber, pursuant to this Subscription Agreement or any other subscription agreement Other Subscription Agreement related to the private placement of the Acquired Class A Shares, the negotiation hereof or thereof or the subject matter 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 Acquired Class A 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 corporationcorporation (including, without limitation, Peak 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 Bowen and Target Peak expressly contained in Section 5 2 of this Subscription Note Agreement, in making its investment or decision to invest in B▇▇▇▇Peak. The Investor acknowledges and agrees that none of (i) any the other investor Investors pursuant to this Subscription Agreement or any other subscription agreement Convertible Note related to the private placement of the Acquired Shares Notes (including the investor’s other Investors’ 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 Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement Peak shall be liable to the Investor, or to any other investorInvestor, pursuant to this Subscription Agreement or any other subscription agreement Convertible Note related to the private placement of the Acquired SharesNotes, the negotiation hereof or thereof or the subject matter 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 Acquired SharesNotes.

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 other than the statements, representations and warranties of Bowen and Target expressly contained in Section 5 of this Subscription Agreement, Agreement in making its investment or decision to invest in B▇▇▇▇HoldCo. 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 Acquired Shares Offering (including the investor’s controlling persons, members, officers, directors, partners, agents, or employees of any such 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) any other party to the Transaction Agreement, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇, Target, or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, Subscriber pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired SharesAgreement, the negotiation hereof or thereof or the its subject matter hereof or thereofmatter, or the transactions contemplated hereby 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 Acquired 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 corporationcorporation (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 Bowen and Target IPOE expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in B▇▇▇▇IPOE. 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 Acquired 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 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 AgreementAgreement (other than IPOE), or (iiiiv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of B▇▇▇▇IPOE, Target, the Company or any other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or the subject matter 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 Acquired Shares.