Common use of Investor Representations Clause in Contracts

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) Investor hereby acknowledges and agrees that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. The Company is issuing the Common Stock to Investor in reliance upon the following representations made by Investor: (a) The Investor has full legal capacityacknowledges and agrees that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, power the “Securities Act”) and authority to execute that, under the Securities Act and deliver this Safe applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and to perform its obligations hereunder. This Safe constitutes valid and binding obligation agrees that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the InvestorSecurities Act, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws and the shares of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. (b) Investor acknowledges and agrees that if (i) the registrar or transfer agent for the shares of Common Stock will not an accredited investor at the time be required to accept for registration of an Equity Financing, transfer any shares except upon presentation of evidence satisfactory to the Company may void this Safe that the restrictions on transfer under the Securities Act have been complied with and return (ii) any shares of Common Stock in the Purchase Amount. The form of definitive physical certificates will bear a restrictive legend. (c) Investor has been advised that this Safe acknowledges and agrees that: (a) the underlying securities shares of Common Stock have not been registered under the Securities Act, or under any state securities laws andlaws, therefore, canand are being offered and sold in reliance upon federal and state exemptions for transactions not be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The involving any public offering; (b) Investor is purchasing this Safe and acquiring the securities to be acquired by the Investor hereunder shares of Common Stock solely for its own account for investment, not as a nominee or agentinvestment purposes, and not with a view to, or for resale in connection with, to the distribution thereof, and thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has is a sophisticated purchaser with such knowledge and experience in business and financial and business matters that the Investor it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such investment, is able information as desired in order to incur a complete loss evaluate the merits and the risks inherent in holding the shares of such investment without impairing the Investor’s financial condition and Common Stock; (e) Investor is able to bear the economic risk and lack of such investment for an indefinite period liquidity inherent in holding the shares of time.Common Stock; (cf) Investor hereby acknowledges and agrees that it will notis an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, and will cause each person acting at directors or controlling persons, or by reason of Investor’s direction business or pursuant to any understanding financial experience, or the business or financial experience of their professional advisors who are unaffiliated with Investor to notand who are not compensated by the Company, directly or indirectly offerindirectly, sell, pledge, contract have the capacity to sell or sell any option to purchase, or engage protect their own interests in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under connection with the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect purchase of the shares of SPAC Common Stock until the one year anniversary of the Equity FinancingStock. (d) Investor Investor’s investment in the Company pursuant to this Common Stock is a “foreign person” from consistent, in both nature and amount, with Investor’s overall investment program and financial condition. (e) Investor’s principal residence is in the perspective Peoples’ Republic of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereofChina.

Investor Representations. THE INVESTOR, BY SIGNING THIS SAFE, WILL BE DEEMED TO HAVE MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 4 AND UNDERSTANDS THAT SUCH REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY, AMONG OTHER THINGS, IN COMPLYING WITH ITS OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe SAFE and to perform its obligations hereunder. This Safe SAFE constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, or otherwise is a sophisticated investor with sufficient experience to evaluate the entry into this SAFE and acknowledges and agrees that if not an accredited investor at bear the time economic consequences of an Equity Financing, the Company may void holding this Safe and return the Purchase AmountSAFE. The Investor has been advised that this Safe SAFE and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor has sought such accounting, legal and tax advise as the Investor considered necessary to make an informed investment decision. The Investor is purchasing this Safe SAFE and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Investor hereby acknowledges that: (i) the Investor has been provided with information concerning the Company and agrees that it will its business, operations, financial condition and prospects, and has had an opportunity to ask questions and to obtain the additional information concerning the Company as the Investor deems necessary in connection with the Investor’s taking this SAFE in payment of its service agreement with the Company; (ii) estimates and projections as to future operations involve significant subjective judgment and analysis, which may or may not be correct; (iii) the Company cannot, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to does not, directly make any representation or indirectly offer, sell, pledge, contract warranty as to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect accuracy of the shares of SPAC Common Stock until information concerning the one year anniversary future results of the Equity FinancingCompany. (de) The Investor understands that the Company has no obligation or intention to register any of its capital stock or this instrument under any U.S. federal or state securities act or law or the securities act or law of any other jurisdiction. (f) The Investor understands that: (i) No federal, state or other governmental agency has passed upon the adequacy or accuracy of any information concerning the Company or made any finding or determination as to the fairness of the investment, or any recommendation or endorsement of this instrument or of any existing capital stock or Next Round Equity as an investment. (ii) The Investor is not dependent upon a “foreign person” from cash return with respect to the perspective of Investor’s Purchase Amount. (g) The Investor has carefully reviewed this SAFE and has relied solely upon this SAFE and independent investigations made by the United States government as defined Investor in Section 721 of making the Defense Production Act of 1950, as amended, including all implementing regulations thereofdecision to allocate the Purchase Amount and to execute and deliver this SAFE.

Investor Representations. The Investor hereby represents and warrants to each of Kaixin and CM Seven Star that the following representations and warranties are true and correct as of the date of this Agreement and as of each Closing Date: (a) The Investor is a corporation duly organized, validly existing and in good standing under the laws of the Hong Kong Special Administrative Region of the People's Republic of China, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The Investor has full legal capacity, power and authority to execute and deliver this Safe Agreement and to perform its obligations hereunder. This Safe Agreement constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The only corporate, governmental or other approvals required for the entry by the Investor into this Agreement and the consummation by Investor of the transactions contemplated hereby are the internal approval of the Investor. (bc) The Investor is is: (i) an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe Agreement and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to which may be acquired by the Investor hereunder are for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.; and/or (cii) Investor hereby acknowledges not a “U.S. Person” and agrees that it will not, and will cause is acquiring the securities in an “offshore transaction” (each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 902 of Regulation SHO S). The Investor is not acquiring the Subscription Securities as a result of any directed selling efforts (within the meaning of Regulation S under the Securities Exchange Act of 1934Act) for the purpose of, as amendedor that could reasonably be expected to have the effect of, conditioning the market in each case that result in Investor having a net short cash position in respect the United States for any of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing.securities being offered in reliance on Regulation S. (d) The Investor is a “foreign person” believes it has received all the information it considers necessary or appropriate for deciding whether to enter into this Agreement. The Investor further represents that it has had an opportunity to ask questions and receive answers from the perspective each of Kaixin and CM Seven Star regarding this Agreement and the transactions contemplated hereunder as well as the business, properties, prospects and financial condition of each of Kaixin and CM Seven Star. The foregoing, however, does not limit or modify the representations and warranties of Kaixin and CM Seven Star in Clauses 6 and 7 of this Agreement. (e) Investor understands that the CM Seven Star Shares that may become issuable pursuant to this Agreement have not been and will not be registered under the Securities Act, by reason of their issuance and allotment in a transaction exempt from the registration requirements of the Securities Act, and that such CM Seven Star Shares, if issued to Investor, will be required to continue to be held by Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration and in each case in accordance with any applicable securities laws of any state of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereofStates.

Investor Representations. 9.25.1 Seller has received (avia XXXXX) The Investor has full legal capacityand reviewed a copy of Buyer’s Annual Report on Form 10-K for the fiscal year ended April 30, power 2006, Buyer’s 2005 Annual Report to Stockholders and authority to execute and deliver this Safe and to perform Buyer’s Proxy Statement for its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity2005 annual stockholder meeting. (b) The Investor 9.25.2 Seller is an “accredited investor investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Buyer Common Stock. 9.25.3 Seller is obtaining the Buyer Common Stock for its own account, for investment purposes, and acknowledges and agrees not for distribution, assignment or resale to others; provided, however, that if not an accredited investor at nothing contained herein shall prevent Seller from selling such securities pursuant to the time Shelf Registration Statement. No other Person (other than Buyer) has any direct or indirect beneficial interest in the Buyer Common Stock being delivered to Seller hereunder. 9.25.4 Seller understands that the sale of an Equity Financing, the Company may void this Safe and return Buyer Common Stock by Buyer (except pursuant to the Purchase Amount. The Investor Shelf Registration Statement) has been advised that this Safe and the underlying securities have not been and will not be registered under the Securities Act, or any state securities laws andlaws, thereforewill be conducted in reliance on the exemption for nonpublic offerings provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and analogous state securities law provisions, cannot and will be resold subject to the restrictions contained in Rules 144 and 145 under the Securities Act. Seller further understands that the Buyer Common Stock must be held indefinitely by Seller unless they are such Buyer Common Stock is subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor Seller further understands that except as expressly provided in Section 11.15 hereof, Buyer is purchasing this Safe under no obligation to register such securities on Seller’s behalf or to assist it in complying with any exemption from registration and the that such securities may not be sold pursuant to be acquired Rule 144 or Rule 145 promulgated by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, SEC pursuant to the distribution thereof, and Securities Act unless all of the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks conditions of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) Investor hereby acknowledges and agrees rules are met. Seller understands that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Buyer Common Stock until delivered hereunder are restricted by the one year anniversary of provisions of, and shall bear the Equity Financinglegend specified in, Section 11.17, except as otherwise provided therein. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an a Qualified Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities Equity Securities have not been registered under the Securities Act, Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities Equity Securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters understands that the Investor is capable Equity Securities have not been, and will not be, registered under the Securities Act or state securities laws, by reason of evaluating specific exemptions form the merits registration provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and risks the accuracy of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear representations as expressed herein. The Investor understands that the economic risk of such investment for an indefinite period of time. (c) Investor hereby acknowledges and agrees that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any Equity Securities are “short salesrestricted securities” as defined in Rule 200 of Regulation SHO under the Securities Act and that, pursuant to these laws, the Investor must hold the Equity Securities indefinitely unless they are registered with the Securities and Exchange Act Commission and registered or qualified by state authorities or an exemption for such registration and qualification requirements is available. The Investor acknowledges that the Company has no obligation to register or qualify the Equity Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of 1934sale, as amendedthe holding period for the Equity Securities, in each case that result in Investor having a net short cash position in respect and on requirements relating to the Company which are outside of the shares of SPAC Common Stock until Investor’s control, and which the one year anniversary of the Equity FinancingCompany is under no obligation, and may not be able to satisfy. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. The Investor hereby represents and warrants to each of Kaixin and CM Seven Star that the following representations and warranties are true and correct as of the date of this Agreement and as of the Closing Date: (a) The Investor is a corporation duly organized, validly existing and in good standing under the laws of British Virgin Islands, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The Investor has full legal capacity, power and authority to execute and deliver this Safe Agreement and to perform its obligations hereunder. This Safe Agreement constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. There are no Investor’s internal approvals required for the entry by the Investor into this Agreement and the consummation by the Investor of the transactions contemplated hereby. (bc) The Investor is is: (i) an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe Agreement and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to which may be acquired by the Investor hereunder are for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.; and/or (cii) Investor hereby acknowledges not a “U.S. Person” and agrees that it will not, and will cause is acquiring the securities in an “offshore transaction” (each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 902 of Regulation SHO S). The Investor is not acquiring the Subscription Securities as a result of any directed selling efforts (within the meaning of Regulation S under the Securities Exchange Act of 1934Act) for the purpose of, as amendedor that could reasonably be expected to have the effect of, conditioning the market in each case that result in Investor having a net short cash position in respect the United States for any of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing.securities being offered in reliance on Regulation S. (d) the Investor is a “foreign person” believes it has received the information it considers necessary or appropriate for deciding whether to enter into this Agreement. The Investor further represents that it has had an opportunity to ask questions and receive answers from the perspective each of Kaixin and CM Seven Star regarding this Agreement and the transactions contemplated hereunder as well as the business, properties, prospects and financial condition of each of Kaixin and CM Seven Star. The foregoing, however, does not limit or modify the representations and warranties of Kaixin and CM Seven Star in Clauses 6 and 7 of this Agreement. (e) Investor understands that the CM Seven Star Shares that may become issuable pursuant to this Agreement have not been and will not be registered under the Securities Act, by reason of their issuance and allotment in a transaction exempt from the registration requirements of the Securities Act, and that such CM Seven Star Shares, if issued to Investor, will be required to continue to be held by Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration and in each case in accordance with any applicable securities laws of any state of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereofStates.

Investor Representations. (a) a. The Investor has full legal capacity, power and authority to execute and deliver this Safe Agreement and to perform its obligations hereunder. This Safe Agreement constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) b. The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, Act and acknowledges and agrees that if not an accredited investor at the time of an Equity FinancingRaise A Maturity Date, the Company may void this Safe Agreement and return the Purchase Amount. The Investor has been advised that this Safe Agreement and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe Agreement and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) c. The Investor hereby acknowledges and agrees that it will nothas received, read, and will cause each person acting at understands the Memorandum (including all exhibits and appendices); is basing their decision to enter into this Agreement solely on the information contained in the Memorandum, operating agreement, technical overview, pitch deck, website or video; has relied only on the information contained in the Memorandum pitch deck, website or video; and has not relied on any representations made by the Company or any of its affiliates. d. The Investor understands that an investment in the Preferred Units is speculative and involves numerous significant risks, the occurrence of any one of which could result in the loss of their entire investment, and the Investor is fully cognizant of, and understands all of, the risks relating to a purchase of the Preferred Units, including those risks set forth under “Risk Factors” in the Memorandum. e. Investor’s direction or pursuant overall commitment to any understanding with investments that are not readily marketable is not disproportionate to their individual net worth, and their investment in the Preferred Units will not cause their overall commitment to become excessive. f. Investor has adequate means of providing for their financial requirements, both current and anticipated, and has no need for liquidity in an investment in the Preferred Units. g. Investor can bear and is willing to not, directly or indirectly offer, sell, pledge, contract accept the economic risk of losing their entire investment. h. Investor has had the opportunity to sell or sell any option ask questions and receive answers to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under their satisfaction regarding the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect terms and conditions of the shares offering and to obtain any additional information reasonably requested by them that is necessary to verify the accuracy of SPAC Common Stock until information furnished to the one year anniversary of the Equity FinancingInvestor. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe instrument and to perform its obligations hereunder. This Safe instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) (where the Investor is a U.S. Person (within the meaning of Rule 902 of Regulations promulgated under the Securities Act)) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold or transferred unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available; and the Investor acknowledges that the Company is relying on an exemption from registration under such laws that depend in part on the representations made by the Investor pursuant to this clause. The Investor is purchasing this Safe instrument and the securities are to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereofor public offering thereof within the meaning of the Securities Act, the state securities laws of any applicable jurisdiction, or the rules and regulations promulgated thereunder and, if such Investor is an entity, such Investor was not formed for the specific purpose of acquiring the securities The Investor has no present intention of selling, granting any participation in, or otherwise distributing the samesecurities. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) . The Investor hereby acknowledges and agrees believes that it will not, has received all the information it considers necessary or appropriate for deciding whether to enter into this investment and will cause each person acting at Investor’s direction or pursuant has had the opportunity to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under ask questions and receive answers from the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect Company regarding the terms and conditions of the shares of SPAC Common Stock until the one year anniversary issue of the Equity Financing. (d) securities and the business, properties and financial condition of the Company. All offers of the securities were made to the Investor is a “foreign person” from the perspective at an address outside of the United States government as defined States; no offer or solicitation was made to the Investor in Section 721 any jurisdiction other than that jurisdiction or elsewhere outside of the Defense Production Act of 1950United States; and the Investor accepted the offer to purchase securities by executing this instrument within that jurisdiction; and prior to such acceptance, as amendedthe Investor did not accept the offer in any other jurisdiction orally, including all implementing regulations thereofin writing or otherwise.

Investor Representations. Each Investor hereby, severally and not jointly, represents and warrants to the Company as follows: (a) The Such Investor has full legal capacityis acquiring the Exchange Shares to be issued to it pursuant to this Agreement for its own account, power for investment, and authority not with a view to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation any "distribution" thereof within the meaning of the Investor, enforceable in accordance Securities Act of 1933 (the "Securities Act") nor with its terms, except as limited by bankruptcy, insolvency any present intention of distributing or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equityselling such Exchange Shares. (b) Such Investor is knowledgeable and experienced in the making of venture capital investments, is able to bear the economic risk of loss of its investment in the Company, has been granted the opportunity to make a thorough investigation of the affairs of the Company, and has availed itself of such opportunity to the extent it has deemed necessary, either directly or through its authorized representatives. (c) Such Investor understands that because the Exchange Shares have not been registered under the Securities Act, it cannot dispose of any or all of the Exchange Shares unless such Exchange Shares are subsequently registered under the Securities Act or exemptions from such registration are available. Such Investor further understands that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by opinion of counsel the identify of which is deemed reasonably acceptable to the Company, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in violation of the Securities Act, unless such transfer is covered by an effective registration statement under the Securities Act. Such Investor understands that each certificate representing the Exchange Shares will bear the following legends or ones substantially similar thereto: These shares have not been registered under the Securities Act of 1933. These shares have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel for the corporation that registration is not required under such act. The shares represented by this certificate are subject to the terms and conditions of a Stockholders Agreement dated August 19, 1993. A copy of such agreement is on file at the principal executive offices of Xxxxxxx Xxxxxx Inc., and Xxxxxxx Xxxxxx Inc. will furnish copies of such agreement to the holder of this certificate upon request and without charge. (d) Such Investor is an "accredited investor investor" as such that term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (ce) This Agreement has been duly authorized (with respect to JMI, Geocapital II and Geocapital III only), executed and delivered by such Investor hereby acknowledges and agrees that it will notconstitutes the valid and binding obligation of such Investor, and will cause each person acting at Investor’s direction or pursuant to any understanding enforceable against such Investor in accordance with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Common Stock until the one year anniversary of the Equity Financingits terms. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. (a) The Investor represents and warrants to the Company that: (i) it is an "accredited investor" as defined in Rule 501(a) promulgated under the 1933 Act; (ii) it has full legal capacity, power sufficient knowledge and authority experience in investing in companies similar to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation the Company in terms of the InvestorCompany's stage of development, enforceable so as to be able to evaluate the risks and merits of its investment in accordance the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; and (iv) its terms, except as limited by bankruptcy, insolvency or other laws financial condition is such that it is able to bear the risk of general application relating to or affecting holding the enforcement Common Stock for an indefinite period of creditors’ rights generally time and general principles can bear the loss of equitythe entire investment in such securities. (b) The This Agreement is made in reliance upon the Investor's express representations that (i) the Common Stock being purchased by such Investor is an accredited investor as being acquired for such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its Investor's own account (and not on behalf of any other person or entity) for investment, not as a nominee or agent, the purpose of investment and not with a view to, or for resale sale in connection with, the distribution thereof, and the Investor has no nor with any present intention of sellingdistributing or selling the Common Stock or any portion thereof, granting any participation in(ii) the Investor was not organized for the specific purpose of acquiring the Common Stock and (iii) the Common Stock will not be sold by the Investor without registration under the 1933 Act or applicable state securities laws, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of timeexemption therefrom. (c) The Investor hereby acknowledges understands that until such time as the Common Stock shall have been registered under the 1933 Act and agrees applicable state securities laws or shall have been transferred in accordance with an opinion of counsel reasonably satisfactory to the Company that it will notsuch registration is not required, stop transfer instructions shall be issued to the Company's transfer agent, if any, or, if the Company transfers its own securities, a notation shall be made in the appropriate records of the Company with respect to such securities, and the certificate or certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered under the 1933 Act and applicable state securities laws and referring to restrictions on the transferability and sale thereof. The Investor further understands that his, her or its representations and warranties hereunder will cause each person acting at Investor’s direction not preclude disposition of the Common Stock without registration thereof, in compliance with Rule 144 promulgated under the 1933 Act ("RULE 144"). The Investor understands and acknowledges, however, that (i) there is not now available, and may not be available when he, she or it wishes to sell the Common Stock, or any portion thereof, the adequate current public information with respect to the Company which would permit offers or sales of such securities pursuant to any understanding Rule 144, and, therefore, compliance with Investor to not, directly the 1933 Act or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under some other exemption from the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect registration and prospectus delivery requirements of the shares 1933 Act will be required for any such offer or sale, and (ii) except as set forth in Amendment No. 1 to the Fifth Amended and Restated Stockholders' Agreement of SPAC Common Stock until even date herewith (the one year anniversary of "Amendment to Stockholders' Agreement"), the Equity FinancingCompany is under no obligation to register such securities or to make Rule 144 available. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe Instrument and to perform its obligations hereunder. This Safe Instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe Instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe Instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) Investor hereby has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities and invest in or purchase securities similar to the Securities in the normal course of Investor’s business; (d) Investor and any accounts for which Investor is acting are each able to bear the economic risk of its investment and can afford the complete loss of such investment; (e) Investor and any accounts for which Investor is acting are acquiring the Securities for investment purposes and not with a view to distribution thereof or with any present intention of offering or selling any of the Securities in violation of the Securities Act; (f) Investor acknowledges that Investor has received a copy of the Company’s preliminary Offering Circular pursuant to Regulation A+ (Tier 2) relating to the offering of the Company’s Common Stock. The Investor understands that such Offering Circular is subject to amendments based on comments received from the Securities and Exchange Commission; which comments and such revisions may be material. Accordingly, the Investor acknowledges that he or it is not relying solely on the information contained in the Offering Circular in making his or its decision to invest in the Company. (g) The Investor has the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Company’s Common Stock as well as the Company’s business to the extent that the Company possesses the same or can acquire it without unreasonable effort or expense, as Investor deems necessary to verify the accuracy of the information referred to in the final Offering Circular; Investor represents and agrees that prior to Investor’s agreement to purchase the Company’s securities Investor will have asked such questions, received such answers and obtained such information as Investor deems necessary to verify the accuracy (i) of the information referred to in the final Offering Circular and (ii) of any other information that Investor deems relevant to making an investment decision with respect to the Company’s securities; (h) Investor is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company; and (i) Investor will not engage in hedging transactions involving the Securities or the related Common Stock unless in compliance with the Securities Act. (j) Investor understands that the SAFE Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act and that the Securities will bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Certificates evidencing the SAFE Shares shall not contain any legend (including the legend set forth in Section 5(j) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such SAFE Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel, at the Company’s expense, to issue a legal opinion to the Company’s transfer agent promptly if required by the Company’s transfer to effect the removal of the legend hereunder. (k) Investor acknowledges that the Company, its management and others will rely upon Investor’s confirmation, acknowledgments and agreements set forth herein and Investor agrees to notify the Company promptly if any of Investor’s representations or warranties herein ceases to be accurate and complete. (l) If the Investor is not a “U.S. person”: (i) Investor’s principal address is outside the United States; (ii) Investor was located outside the United States at the time any offer to buy the Securities was made to Investor and at the time that the buy order was originated by Investor, and Investor is not a “U.S. person” (as defined in Rule 902(k) of Regulation S) (a “Non-U.S. Person”); i. (iii) Investor is not a U.S. Person (as defined in Rule 902(k) of Regulation S) and is not purchasing the SAFE Shares on behalf of a person in the United States or a U.S. Person; i. (iv) neither the Investor nor any disclosed principal is a U.S. Person nor are they subscribing for the SAFE Shares for the account of a U.S. Person or for resale in the United States and the Investor confirms that the SAFE Shares have not been offered to the Investor in the United States and that this Agreement has not been signed in the United States; (v) the Investor acknowledges that the SAFE Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. Person unless the securities are registered under the Securities Act and all applicable state securities laws or an exemption from such registration requirements is available, and further agrees that hedging transactions involving such securities may not be conducted unless in compliance with the Securities Act; (vi) the Investor and if applicable, the disclosed principal for whom the Investor is acting, understands that the Company is the seller of the SAFE Shares and that, for purposes of Regulation S, a “distributor” is any underwriter, dealer or other person who participates pursuant to a contractual arrangement in the distribution of securities sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. Except as otherwise permitted by Regulation S, the Investor and if applicable, the disclosed principal for whom the Investor is acting, agrees that it will not, during a one-year (six months if the Company becomes a mandatory reporting issuer and will cause each person acting has been such for at Investor’s direction least ninety (90) days) distribution compliance period, act as a distributor, either directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the SAFE Shares or underlying securities other than to a non-U.S. Person; (vii) the Investor and if applicable, the disclosed principal for whom the Investor is acting, acknowledges and understands that in the event the SAFE Shares are offered, sold or otherwise transferred by the Investor or if applicable, the disclosed principal for whom the Investor is acting, to a non-U.S Person prior to the expiration of a one-year (six (6) months if the Company becomes a mandatory reporting issuer and has been such for at least ninety (90) days) distribution compliance period, the purchaser or transferee must agree not to resell such securities except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to any understanding with Investor an available exemption from registration; and must further agree not to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities transactions with regard to such securities unless in compliance with the Securities Act; and (viii) neither the Investor nor any disclosed principal will offer, sell or execute any “short sales” as defined otherwise dispose of the SAFE Shares in Rule 200 of Regulation SHO the United States or to a U.S. Person unless (A) the Company has consented to such offer, sale or disposition and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the Securities Exchange Act and the securities laws of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing. (d) Investor is a “foreign person” from the perspective all applicable states of the United States government as defined or, (B) the SEC has declared effective a registration statement in Section 721 respect of such securities. (m) Investor acknowledges that the Defense Production Act Company, its management and others will rely upon Investor’s confirmation, representations, warranties, acknowledgments and agreements set forth in this Instrument and in Annex A and Annex B, attached hereto and incorporated herein by reference, and Investor agrees to notify the Company promptly if any of 1950Investor’s representations or warranties herein ceases to be accurate and complete. Investor acknowledges and agrees that the Company is entitled to rely upon Investor’s confirmation, as amendedrepresentations, including all implementing regulations thereofwarranties, acknowledgments and agreements and the Company is irrevocably authorized to produce this Instrument or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor (as finally determined by a court of competent jurisdiction) at the time of an Equity Financing, then the Company may void this Safe and return the Initial Purchase AmountAmount plus interest thereon at a rate of [***] per annum, compounded annually and computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and the actual days elapsed since the date first set forth above. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and as of the date hereof, the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) Investor hereby acknowledges and agrees that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an accredited investor investor, or an equivalent thereof (as the case may be), as such term is defined in Rule 501 of Regulation D under the Securities ActLaw and under any other similar rule which may apply to the Investor and/or the Company, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws Law and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws Law or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. None of the Investors are paying, receiving or otherwise entitled to receive any amount in cash or otherwise with respect to the entering into this Agreement, which payment constitutes transaction based compensation under the United States Securities Exchange Act. (c) The Investor hereby acknowledges and agrees that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with shall execute the Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage Suitability Questionnaire in hedging activities or execute any “short sales” the form attached hereto as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing.Schedule I. (d) In the event of an Initial Public Offering, If required by the underwriters, the Investor is will enter into a “foreign person” from lock-up agreement in respect of Safe Shares. The Investor appoints the perspective of Company as its agent and attorney to execute, on the United States government as defined in Section 721 of the Defense Production Act of 1950Investor’s behalf, as amended, including all implementing regulations thereofany such lock-up agreement.

Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor is an “accredited investor investor” as such term is defined in Ontario pursuant to Section 73.3(1) of the Securities Act and elsewhere in Canada in NI 45-106 and, if the Investor is a “U.S. Person” for the purposes of the 1933 Act, such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities 1933 Act, and the Investor shall provide evidence of the same if requested by the Company. The Investor acknowledges and agrees that if it is not an accredited investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under applicable Canadian securities laws, the Securities Act, 1933 Act or any U.S. state securities laws and, therefore, cannot be resold unless they are covered by a prospectus filed under applicable Canadian securities laws, the securities are registered under the Securities 1933 Act and applicable state securities laws or unless an exemption from such prospectus and/or registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) Investor hereby acknowledges and agrees that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, in each case that result in Investor having a net short cash position in respect of the shares of SPAC Common Stock until the one year anniversary of the Equity Financing. (d) Investor is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Investor Representations. Investor hereby further represents and warrants to the Company as follows: (a) The Investor has full legal capacityowns all right, power title and authority to execute and deliver this Safe interest in and to perform its obligations hereunder. This Safe constitutes valid Claims and binding obligation has not sold, assigned or otherwise transferred to any third party any interest it may have in any of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.Claims; (b) The Investor is an accredited investor as such term is defined in Rule 501 New Warrant and the shares of Regulation D under the Securities ActCompany’s common stock issuable upon exercise of the New Warrant (the “Warrant Shares” and, and acknowledges and agrees that if not an accredited investor at collectively with the time of an Equity FinancingNew Warrant, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they “Securities”) are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be being acquired by the Investor hereunder for its investment for Investor’s own account for investmentaccount, not as a nominee or agent, agent and not with a view toto the resale or distribution of any part thereof; (c) Investor has had an opportunity to ask questions and receive answers and other information from the Company regarding the terms and conditions of the Securities and the business, or for resale in connection withproperties, the distribution thereofprospects, financial condition, and results of operations of the Company, and Investor has no present intention received sufficient information on which to make an investment decision; (d) Investor understands that the purchase of selling, granting any participation in, or otherwise distributing the sameSecurities involves substantial risk. The Investor is an investor in securities of companies in the developmental stage and acknowledges that it can bear the economic risk of its investment and has such knowledge and experience in financial and or business matters that the Investor it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss its investment in the Securities. It has not been organized for the purpose of such investment without impairing acquiring the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.Securities; (ce) Investor hereby acknowledges and agrees that it will not, and will cause each person acting at Investor’s direction or pursuant to any understanding with Investor to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any is an “short salesaccredited investor” as defined in within the meaning of Rule 200 501 of Regulation SHO D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 19341933, as amended, in each case that result in Investor having a net short cash position in respect of amended (the shares of SPAC Common Stock until the one year anniversary of the Equity Financing.“Securities Act”); (df) Investor understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Investor represents that it is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950familiar with SEC Rule 144, as amendedpresently in effect, including all implementing regulations thereofand understands the resale limitations imposed thereby; and (g) Investor understands that the certificates evidencing the Securities will bear a legend substantially similar to the following, as well as any other legends required by applicable law: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”