Common use of Non-Reliance and Exculpation Clause in Contracts

Non-Reliance and Exculpation. The Grantee 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 PFDR expressly contained in Section 7 of this Equity Grant Agreement in making its investment or decision to invest in PFDR. The Grantee acknowledges and agrees that none of the parties to the Business Combination Agreement or any Non-Party Affiliate shall have any liability to the Grantee pursuant to, arising out of or relating to this Equity Grant Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Equity Grant 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 PFDR, the Company or any Non-Party Affiliate concerning PFDR, the Company, any of their controlled affiliates, this Equity Grant Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDR, the Company or any of PFDR’s or the Company’s controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Grantee Subscriber 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 PFDR the Company expressly contained in Section 7 2.2 of this Equity Grant Agreement Subscription Agreement, in making its investment or decision to invest in PFDRthe Company. The Grantee Subscriber acknowledges and agrees that none neither of the parties to the Business Combination Agreement Placement Agents, nor their respective affiliates or any Non-Party Affiliate of its or their respective control persons, officers, directors, employees or representatives shall have any liability to the Grantee Subscriber pursuant to, arising out of or relating to this Equity Grant Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Equity Grant 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 PFDR, the Company the Placement Agents or any Non-Party Affiliate other person or entity concerning PFDR, the Company. the Placement Agents, any of their respective controlled affiliates, this Equity Grant Subscription Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDR, the Company or any of PFDR’s or the Company’s controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Grantee 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 Company and any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of PFDR the Company expressly contained in Section 7 of this Equity Grant Agreement Subscription Agreement, in making its investment or decision to invest in PFDRthe Company. The Grantee Investor acknowledges and agrees that none no affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of the parties Company shall be liable to the Business Combination Agreement or any Non-Party Affiliate shall have any liability to the Grantee Investor pursuant to, arising out of or relating to this Equity Grant Subscription Agreement, the negotiation hereof or thereof or its the subject mattermatter hereof, or the transactions contemplated hereby hereby, for any action heretofore or therebyhereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Equity Grant 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 PFDR, the Company or any Non-Party Affiliate concerning PFDR, the Company, Company or any of their controlled its affiliates, this Equity Grant Subscription Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDR, the Company or any of PFDR’s or the Company’s controlled its respective affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Grantee 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 PFDR expressly contained in Section 7 6 of this Equity Grant Subscription Agreement in making its investment or decision to invest in PFDR. The Grantee Investor acknowledges and agrees that none of the parties to the Business Combination Agreement or any Non-Party Affiliate shall have any liability to the Grantee Investor pursuant to, arising out of or relating to this Equity Grant Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Equity Grant 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 PFDR, the Company or any Non-Party Affiliate concerning PFDR, the Company, any of their controlled affiliates, this Equity Grant Subscription Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDR, the Company or any of PFDR’s or the Company’s controlled affiliates or any family member of the foregoing.. [SIGNATURE PAGES FOLLOW]

Non-Reliance and Exculpation. The Grantee 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 PFDR the Company expressly contained in Section 7 4 of this Equity Grant Agreement and of the Sponsor expressly contained in Section 5 of this Agreement, in making its investment or decision to invest in PFDRthe Company. The Grantee Investor acknowledges and agrees that none of the parties any party to the Business Combination Agreement or any Non-Party Affiliate except for the Company and Sponsor, shall have any liability to the Grantee Investor, or to any other investor, pursuant to, arising out of or relating to this Equity Grant Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase acquisition of the PIPE Shares or the Sponsor Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Equity Grant 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 PFDR, the Company or the Sponsor or any Non-Party Affiliate concerning PFDR, the Company, the Sponsor or any of their controlled respective affiliates, this Equity Grant Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDRthe Company, the Company Sponsor or any of PFDR’s or the Company’s controlled their respective affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Grantee Investor acknowledges that it it, he or she is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the statements, representations and warranties of PFDR PubCo expressly contained in Section 7 5 of this Equity Grant Agreement Subscription Agreement, in making its its, his or her investment or decision to invest in PFDRPubCo. The Grantee Investor acknowledges and agrees that none of the parties any other party to the Business Combination Agreement or any Non-Party Affiliate Affiliate, shall have any liability to the Grantee Investor pursuant to, arising out of or relating to this Equity Grant Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Equity Grant 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 PFDRSPAC, the Company PubCo or any Non-Party Affiliate concerning PFDRSPAC, the Company, PubCo or any of their controlled affiliates, this Equity Grant Subscription Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDRSPAC, the Company PubCo, or any of PFDRSPAC’s or the CompanyPubCo’s controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Grantee Investor acknowledges that it it, he or she is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the statements, representations and warranties of PFDR SPAC expressly contained in Section 7 5 of this Equity Grant Agreement Subscription Agreement, in making its its, his or her investment or decision to invest in PFDRSPAC. The Grantee Investor acknowledges and agrees that none of the parties any other party to the Business Combination Agreement or any Non-Party Affiliate Affiliate, shall have any liability to the Grantee Investor pursuant to, arising out of or relating to this Equity Grant Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or therebyhereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract contract, under federal or state securities laws or otherwise) for breach of this Equity Grant 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 PFDRSPAC, the Company PubCo or any Non-Party Affiliate concerning PFDRSPAC, the Company, PubCo or any of their controlled affiliates, this Equity Grant Subscription Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDRSPAC, the Company PubCo, or any of PFDRSPAC’s or the CompanyPubCo’s controlled affiliates or any family member of the foregoing.

Non-Reliance and Exculpation. The Grantee 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 PFDR the Company expressly contained in Section 7 Sections 5 of this Equity Grant Agreement Subscription Agreement, in making its investment or decision to invest in PFDRthe Company. The Grantee Investor acknowledges and agrees that none of the parties no other investor pursuant to the Business Combination this Subscription Agreement or any Non-Party Affiliate shall have any liability other agreement related to the Grantee private placement of the Company’s Common Shares (including the respective controlling persons, officers, directors, partners, employees, agents or representatives of any investor), or that is not a party hereto shall be liable to the Investor, or to any other investor, pursuant to, arising out of or relating to this Equity Grant Agreement, Subscription Agreement or any other agreement related to the negotiation hereof or thereof or its subject matter, or private placement of the transactions contemplated hereby or thereby, including, without limitation, with respect to Company’s Common Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares Units hereunder or with respect to any claim (whether in tort, contract or otherwise) for breach of this Equity Grant 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 PFDR, the Company or any Non-Party Affiliate concerning PFDR, the Company, or any of their its controlled affiliates, this Equity Grant Subscription Agreement or the transactions contemplated hereby. For purposes of this Equity Grant Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of PFDR, the Company or any of PFDR’s or the Company’s controlled affiliates or any family member of the foregoing. 11.