Common use of Representations and Warranties of the Subscriber Clause in Contracts

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company that: (a) The Subscriber: (i) if a natural person, represents that he or she has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; (ii) if a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for the specific purpose of acquiring the Shares; such entity is duly organized, validly existing and (if applicable in the applicable jurisdiction) in good standing (or similar status under local law) under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound; (b) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain all information that it or they believe necessary or appropriate to verify the accuracy of this Agreement, all Exhibits hereto and any other documents and materials requested of the Company and to evaluate the suitability of an investment in the Shares; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf of the Subscriber in connection with this Agreement, and there are no brokerage commissions, finders’ fees or commissions payable in connection herewith based on any agreement, arrangement or understanding with the Subscriber or any action taken by the Subscriber.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company that: (a) The Subscriber: (i) if a natural person, represents that he or she has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; (ii) if a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for the specific purpose of acquiring the Shares; such entity is duly organized, validly existing and (if applicable in the applicable jurisdiction) in good standing (or similar status under local law) under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxxwxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxxwxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxxwxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxxwxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound; (b) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain all information that it or they believe necessary or appropriate to verify the accuracy of this Agreement, all Exhibits hereto and any other documents and materials requested of the Company and to evaluate the suitability of an investment in the Shares; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf of the Subscriber in connection with this Agreement, and there are no brokerage commissions, finders’ fees or commissions payable in connection herewith based on any agreement, arrangement or understanding with the Subscriber or any action taken by the Subscriber.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company that: (a) The Subscriber: (i) if a natural person, represents that he or she has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; (ii) if a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for the specific purpose of acquiring the Shares; such entity is duly organized, validly existing and (if applicable in the applicable jurisdiction) in good standing (or similar status under local law) under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound; (b) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain all information that it or they believe necessary or appropriate to verify the accuracy of this Agreement, all Exhibits hereto and any other documents and materials requested of the Company and to evaluate the suitability of an investment in the Shares; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf of the Subscriber in connection with this Agreement, and there are no brokerage commissions, finders’ fees or commissions payable in connection herewith based on any agreement, arrangement or understanding with the Subscriber or any action taken by the Subscriber.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company thatas follows: (a) If an entity, the Subscriber is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. (b) The Subscriber: (i) if a natural person, represents that he or she has reached the age of 21 and Subscriber has full power and authority to execute enter into this Agreement. This Agreement, when executed and deliver delivered by the Subscriber, will constitute the valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Subscriber in connection with the consummation of the transactions contemplated by this Agreement. (d) The execution, delivery and performance by the Subscriber of this Agreement and all other related agreements the consummation by the Subscriber of the transactions contemplated by this Agreement will not result in any violation or certificates and to carry out the default (i) of any provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; of its organizational documents, if applicable, (ii) if of any instrument, judgment, order, writ or decree to which it is a corporationparty or by which it is bound, partnership(iii) under any note, associationindenture or mortgage to which it is a party or by which it is bound, joint stock company(iv) under any lease, trustagreement, unincorporated organization contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Subscriber, in each case (other entitythan clause (i)), which would have a material adverse effect on the Subscriber or its ability to consummate the transactions contemplated by this Agreement. (e) This Agreement is made with the Subscriber in reliance upon the Subscriber’s representation and warranty to the Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms, that the Securities to be acquired by the Subscriber will be acquired for investment for the Subscriber’s own account or an account that is under the direction and control of Subscriber or one of its affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Subscriber further represents that: and warrants that the Subscriber does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such entity person or to any third person, with respect to any of the Securities. If the Subscriber was not formed for the specific purpose of acquiring the Shares; such entity Securities, each of its equity owners is duly organized, validly existing and (if applicable an accredited investor as defined in the applicable jurisdictionRule 501(a) in good standing (or similar status under local law) of Regulation D promulgated under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound;Securities Act. (bf) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of discuss the Company; it ’s business, management, financial affairs and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering of the Securities, the Founder Shares and the Private Placement Warrants, with the Company management. The Subscriber has reviewed the Registration Statement and understands the terms and conditions of the Founder Shares and the Private Placement Warrants. (g) The Subscriber understands that the offer and sale of the Securities to obtain the Subscriber has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations and warranties as expressed herein. The Subscriber understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Subscriber must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subscriber acknowledges that the Company has no obligation to register or qualify the Securities for resale. The Subscriber 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 sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy. The Subscriber understands that the offering of the Securities is not, and is not intended to be, part of the IPO, and that the Subscriber will not be able to rely on the protection of Section11 of the Securities Act with respect to such Securities. (h) The Subscriber understands that no public market now exists for the Securities or the securities of SPAC underlying the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities or the securities of SPAC underlying the Securities. (i) The Subscriber understands that its agreement to subscribe for and purchase the Securities involves a high degree of risk which could cause the Subscriber to lose all information or part of its investment, and that the Company will vote the Founder Shares in favor of the Business Combination. (j) Subscriber is either (i) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, as set forth on the Questionnaire attached as Exhibit C hereto, or (ii) Subscriber is an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. Subscriber shall complete and deliver Exhibit C as part of its subscription, which Exhibit is a part of the Agreement, and is incorporated by reference into the Agreement. (k) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or they believe necessary or appropriate to verify the accuracy any use of this Agreement, all Exhibits hereto and any other documents and materials requested including (i) the legal requirements within its jurisdiction for the purchase of the Company and Securities, (ii) any foreign exchange restrictions applicable to evaluate the suitability of an investment in the Shares; andsuch purchase, in evaluating the suitability of an investment in the Shares, it and they have not relied upon (iii) any representations governmental or other information consents that may need to be obtained, and (whether oral iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or written); (c) Assuming due execution transfer of the Securities. The Subscriber’s subscription and delivery by payment for and continued beneficial ownership of the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation Securities will not violate any applicable securities or other laws of the Subscriber, enforceable against ’s jurisdiction. (l) If the Subscriber is an individual, then the Subscriber resides in the state or province identified in the address of the Subscriber set forth on the signature page hereof; if the Subscriber is a partnership, corporation, limited liability company or other entity, then its principal place of business is the office or offices located at the address or addresses of the Subscriber set forth on the signature page hereof. (m) Neither the Subscriber, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities. (n) The Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to SPAC and the Company. (o) The Subscriber has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement. (p) The Subscriber is neither a person associated nor affiliated with BMO Capital Markets, B. Xxxxx Securities or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO. (q) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (r) Subscriber understands that no certificates will be issued representing the Securities and that the Securities are not transferrable except in accordance with the Operating Agreement of the Company, which Operating Agreement establishes the terms of the Securities and restricts the transferability of the Securities. (s) Any sales, transfers, or other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (t) Subscriber represents and warrants, to the best of Subscriber’s knowledge and solely with respect to its termspurchase of the Securities hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement. (u) The Subscriber acknowledges that it has reviewed Section 3.4 of the Operating Agreement, and that pursuant to Section 3.4 of the Operating Agreement, subject to applicable bankruptcythe terms thereof, insolvencythe Securities are subject to adjustment, reorganizationthe Company may be obligated to forfeit Founder Shares, moratorium and other laws affecting creditors’ rights and remedies generally and subjectthe Managing Member shall have the authority to cause Company to forfeit or transfer Founder Shares and/or Private Placement Warrants, as to enforceabilityapplicable, including for no consideration, as well as subject the Founder Shares and/or Private Placement Warrants, as applicable, to general principles earn-outs; provided, however, that such forfeiture shall not apply in respect of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf of any Founder Shares and/or Private Placement Warrants represented by the Class X Units and/or Class Y Units purchased by the Subscriber in connection with under this Agreement, and there are no brokerage commissions, finders’ fees or commissions payable in connection herewith based on any agreement, arrangement or understanding with the Subscriber or any action taken by the Subscriber.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company thatthe following: (a) The Subscriber: information that the Subscriber has furnished herein, including without limitation, the information furnished by the Subscriber to the Company and any of its affiliate entities, upon signing up for the Site regarding whether Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) and/ or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this Subscription. Further, the Subscriber shall immediately notify the Company of any change in any statement made herein prior to the Subscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Subscriber’s status as an “accredited investor” and/ or “qualified purchase.” The representations and warranties made by the Subscriber may be fully relied upon the Company and by any investigating party relying on them. b) The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, represents that he is eighteen (18) years of age or she older, competent to enter into a contractual obligation, and a citizen or legal resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. c) The Subscriber has reached the age of 21 and has full requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; (ii) if a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for the specific purpose of acquiring the Shares; such entity is duly organized, validly existing and (if applicable in the applicable jurisdiction) in good standing (or similar status under local law) under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound; (b) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering herein and to obtain all information that it or they believe necessary or appropriate to verify consummate the accuracy of this transactions contemplated hereby. This Agreement, all Exhibits hereto and any other documents and materials requested of assuming the Company and to evaluate the suitability of an investment in the Shares; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution and delivery hereof by the Company of this AgreementCompany, this Agreement constitutes the is a legal, valid valid, and binding obligation of the Subscriber, Subscriber enforceable against the Subscriber in accordance with its terms. d) At no time has it been expressly or implicitly represented, subject guaranteed, or warranted to the Subscriber by the Company or any other person that: 1) percentage of profit and/ or amount or type of gain or other consideration will be realized as a result of this investment; or 2) The past performance or experience on the part of the Company and/ or its officers or directors does not in any way indicate the predictable or probable results of the ownership of the Common Shares or the overall Company Venture. e) The Subscriber has received this Agreement, the Offering Circular, and the Operating Agreement. The Subscriber and/ or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s shares in connection with the Purchase. f) The Subscriber understands that the Common Shares being purchased are a speculative investment that involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. g) The Subscriber understands that any forecasts or predictions as to the Company’s performance are based on estimates, assumptions, and forecasts that the Company believes to be reasonable, but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. h) The Subscriber is able to bear the economic risk of this investment and, without limiting the generality of the foregoing, is able to hold this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in the Company. i) The value of Common Shares being purchased by a non-accredited investor, as defined above, Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons) or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). j) The Subscriber has had an opportunity to ask questions of the Company or anyone acting on its behalf and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about the Company and its business generally, and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. k) The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise, as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable bankruptcyminimum financial suitability standards and has satisfied any applicable maximum investment limits. l) The Subscriber understands that no state or federal authority has scrutinized this Agreement, insolvencyor the Common Shares offered pursuant hereto, reorganizationhas made any finding or determination relating to the fairness for the investment of the Common Shares or has recommended or endorsed the Common Shares and that the Common Shares have not been registered or qualified under the Act or any state securities law, moratorium in reliance upon exemptions from registration thereunder. m) The Subscriber understands that the Company has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that the Company is not registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). n) The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other laws affecting creditors’ rights contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. o) The Subscriber is subscribing for and remedies generally purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in not with a proceeding at law view toward or in equityconnection with resale, distribution (other than to its shareholders or members, if any); , subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. p) The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. q) The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that to the best of Subscriber’s knowledge based on the reasonable investigation: 1) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. 2) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Company or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986, or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/ or any regulations promulgated thereunder. 3) When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understand and agrees that the Company may release confidential information about the Subscriber and (d) No broker has acted on behalf , if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Company reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Fund. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. 4) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this Agreementinvestment nor, in the case of a Subscriber which is a non-natural person, any Related Person is: 1. A Prohibited Investor; 2. A Senior Foreign Political Figure, any member of a Senior Political Figure’s “immediate family” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; 3. A person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the US. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Bank without a physical presence in any country, but does not include a regulated affiliate; “Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and there are no brokerage commissions(v) has the power to accept demand deposits, finders’ fees but does not include the U.S. branches or commissions payable agencies of a foreign bank; “Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation by the U.S. representative to the group or organization continues to concur; “Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Block Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Company in connection herewith based on therewith; “Related Person” shall mean, with respect to any agreemententity, arrangement any interest holder, director, senior officer, trustee, beneficiary or understanding with grantor of such entity; provided that in the Subscriber case of an entity that is publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity, the term Related Person shall exclude any action taken by interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan; “Senior Foreign Political Figure” shall mean a senior official in the Subscriberexecutive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company thatthe following: (a) The Subscriber: information that the Subscriber has furnished herein, including without limitation, the information furnished by the Subscriber to the Company and any of its affiliate entities, upon signing up for the Site regarding whether Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) and/ or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this Subscription. Further, the Subscriber shall immediately notify the Company of any change in any statement made herein prior to the Subscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Subscriber’s status as an “accredited investor” and/ or “qualified purchase.” The representations and warranties made by the Subscriber may be fully relied upon the Company and by any investigating party relying on them. b) The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, represents that he is eighteen (18) years of age or she older, competent to enter into a contractual obligation, and a citizen or legal resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. c) The Subscriber has reached the age of 21 and has full requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; (ii) if a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for the specific purpose of acquiring the Shares; such entity is duly organized, validly existing and (if applicable in the applicable jurisdiction) in good standing (or similar status under local law) under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound; (b) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering herein and to obtain all information that it or they believe necessary or appropriate to verify consummate the accuracy of this transactions contemplated hereby. This Agreement, all Exhibits hereto and any other documents and materials requested of assuming the Company and to evaluate the suitability of an investment in the Shares; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution and delivery hereof by the Company of this AgreementCompany, this Agreement constitutes the is a legal, valid valid, and binding obligation of the Subscriber, Subscriber enforceable against the Subscriber in accordance with its terms. d) At no time has it been expressly or implicitly represented, subject guaranteed, or warranted to the Subscriber by the Company or any other person that: 1) percentage of profit and/ or amount or type of gain or other consideration will be realized as a result of this investment; or 2) The past performance or experience on the part of the Company and/ or its officers or directors does not in any way indicate the predictable or probable results of the ownership of the Common Shares or the overall Company Venture. e) The Subscriber has received this Agreement, the Offering Circular, and the Bylaws. The Subscriber and/ or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s shares in connection with the Purchase. f) The Subscriber understands that the Common Shares being purchased are a speculative investment that involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. g) The Subscriber understands that any forecasts or predictions as to the Company’s performance are based on estimates, assumptions, and forecasts that the Company believes to be reasonable, but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. h) The Subscriber is able to bear the economic risk of this investment and, without limiting the generality of the foregoing, is able to hold this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in the Company. i) The value of Common Shares being purchased by a non-accredited investor, as defined above, Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons) or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). j) The Subscriber has had an opportunity to ask questions of the Company or anyone acting on its behalf and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about the Company and its business generally, and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. k) The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise, as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable bankruptcyminimum financial suitability standards and has satisfied any applicable maximum investment limits. l) The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, insolvencyhas made any finding or determination relating to the fairness for the investment of the Common Shares or has recommended or endorsed the Common Shares and that the Common Shares have not been registered or qualified under the Act or any state securities law, reorganizationin reliance upon exemptions from registration thereunder. m) The Subscriber understands that the Company has not been registered under the Investment Company Act of 1940. In addition, moratorium the Subscriber understands that the Company is not registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). n) The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other laws affecting creditors’ rights contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. o) The Subscriber is subscribing for and remedies generally purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in not with a proceeding at law view toward or in equityconnection with resale, distribution (other than to its shareholders or members, if any); , subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. p) The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. q) The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that to the best of Subscriber’s knowledge based on the reasonable investigation: 1) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. 2) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Company or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986, or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/ or any regulations promulgated thereunder. 3) When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understand and agrees that the Company may release confidential information about the Subscriber and (d) No broker has acted on behalf , if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Company reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Fund. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. 4) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this Agreementinvestment nor, in the case of a Subscriber which is a non-natural person, any Related Person is: 1. A Prohibited Investor; 2. A Senior Foreign Political Figure, any member of a Senior Political Figure’s “immediate family” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; 3. A person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the US. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Bank without a physical presence in any country, but does not include a regulated affiliate; “Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and there are no brokerage commissions(v) has the power to accept demand deposits, finders’ fees but does not include the U.S. branches or commissions payable agencies of a foreign bank; “Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation by the U.S. representative to the group or organization continues to concur; “Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Block Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Company in connection herewith based on therewith; “Related Person” shall mean, with respect to any agreemententity, arrangement any interest holder, director, senior officer, trustee, beneficiary or understanding with grantor of such entity; provided that in the Subscriber case of an entity that is publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity, the term Related Person shall exclude any action taken by interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan; “Senior Foreign Political Figure” shall mean a senior official in the Subscriberexecutive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

Representations and Warranties of the Subscriber. The Subscriber hereby represents makes, as of the date hereof, and warrants will be deemed to have made as of the Company thatClosing, the following representations and warranties to Plains and the Company: (a) The Subscriber: it (i) if a natural personhas been furnished with such information about the Company and the Membership Interests as such Party has requested, represents that he or she has reached (ii) it is sophisticated and experienced in the age evaluation, development, engineering, procurement, construction, purchase, ownership, marketing and operation of 21 pipeline assets and related facilities and has full power made its own independent inquiry and authority to execute investigation into, and deliver this Agreement based thereon, and all other related agreements or certificates on the representations of Plains and to carry out the provisions hereof Company set forth herein, has formed an independent judgment concerning, the Company and thereof and the Membership Interests, (iii) has adequate means for of providing for his or her its current financial needs and anticipated future needs and possible individual contingencies and emergencies is able to bear the economic risks of investing in the Membership Interests of the Company and has no need for liquidity in the a sufficient net worth to sustain a loss of its entire investment in the Shares; (ii) if Company should such a corporationloss occur, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for the specific purpose of acquiring the Shares; such entity is duly organized, validly existing and (if applicable in the applicable jurisdiction) in good standing (or similar status under local law) under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) is an “accredited investor” within the execution and delivery meaning of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which “accredited investor” under Rule 501 of Regulation D of the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is boundSecurities Act; (b) The Subscriber has received it is acquiring its Membership Interest for its own account for investment purposes and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity not with a view to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain all information that it distribution or they believe necessary or appropriate to verify the accuracy of this Agreement, all Exhibits hereto and any other documents and materials requested of the Company and to evaluate the suitability of an investment in the Sharessale thereof; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution it has been informed and delivery by acknowledges that its Membership Interest has not been registered under the Securities Act or registered or qualified under any state securities Law and the Company and the other Members are relying upon such Member’s representations and warranties herein in determining the availability of this Agreement, this Agreement constitutes the legal, valid and binding obligation exemptions from registration or qualification of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf issuance of the Subscriber in connection with this Agreement, Membership Interests described herein under applicable federal and there are no brokerage commissions, finders’ fees or commissions payable in connection herewith based on any agreement, arrangement or understanding with the Subscriber or any action taken by the Subscriberstate securities Laws.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company thatas follows: (a) If an entity, the Subscriber is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. (b) The Subscriber: (i) if a natural person, represents that he or she has reached the age of 21 and Subscriber has full power and authority to execute enter into this Agreement. This Agreement, when executed and deliver delivered by the Subscriber, will constitute the valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Subscriber in connection with the consummation of the transactions contemplated by this Agreement. (d) The execution, delivery and performance by the Subscriber of this Agreement and all other related agreements the consummation by the Subscriber of the transactions contemplated by this Agreement will not result in any violation or certificates and to carry out the default (i) of any provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; of its organizational documents, if applicable, (ii) if of any instrument, judgment, order, writ or decree to which it is a corporationparty or by which it is bound, partnership(iii) under any note, associationindenture or mortgage to which it is a party or by which it is bound, joint stock company(iv) under any lease, trustagreement, unincorporated organization contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Subscriber, in each case (other entitythan clause (i)), which would have a material adverse effect on the Subscriber or its ability to consummate the transactions contemplated by this Agreement. (e) This Agreement is made with the Subscriber in reliance upon the Subscriber’s representation to the Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms, that the Securities to be acquired by the Subscriber will be acquired for investment for the Subscriber’s own account or an account that is under the direction and control of Subscriber or one of its affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Subscriber further represents that: that the Subscriber does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such entity person or to any third person, with respect to any of the Securities. If the Subscriber was not formed for the specific purpose of acquiring the Shares; such entity Securities, each of its equity owners is duly organized, validly existing and (if applicable an accredited investor as defined in the applicable jurisdictionRule 501(a) in good standing (or similar status under local law) of Regulation D promulgated under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound;Securities Act. (bf) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of discuss the Company; it ’s and they have been given an opportunity to ask any Artemis’s business, management, financial affairs and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering of the Securities, as well as the terms and conditions of the IPO and the Private Placement Warrants, with the Company’s and Artemis’s management. The Subscriber has reviewed the Registration Statement and understands the terms and conditions of the Private Placement Warrants. (g) The Subscriber understands that the offer and sale of the Securities to obtain the Subscriber has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. The Subscriber understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Subscriber must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subscriber acknowledges that the Company has no obligation to register or qualify the Securities for resale. The Subscriber 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 sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy. The Subscriber understands that the offering of the Securities is not, and is not intended to be, part of the IPO, and that the Subscriber will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Securities. (h) The Subscriber understands that no public market now exists for the Securities or the securities of Artemis underlying the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities or the securities of Artemis underlying the Securities. (i) The Subscriber understands that its agreement to purchase the Securities involves a high degree of risk which could cause the Subscriber to lose all information or part of its investment, and that the Company will vote the Founder Shares in favor of the Business Combination. (j) Subscriber is an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act, as set forth on the Questionnaire attached hereto, which is incorporated by reference herein, and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. (k) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or they believe necessary or appropriate to verify the accuracy any use of this Agreement, all Exhibits hereto and any other documents and materials requested including (i) the legal requirements within its jurisdiction for the purchase of the Company and Securities, (ii) any foreign exchange restrictions applicable to evaluate the suitability of an investment in the Shares; andsuch purchase, in evaluating the suitability of an investment in the Shares, it and they have not relied upon (iii) any representations governmental or other information consents that may need to be obtained, and (whether oral iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or written); (c) Assuming due execution transfer of the Securities. The Subscriber’s subscription and delivery by payment for and continued beneficial ownership of the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation Securities will not violate any applicable securities or other laws of the Subscriber, enforceable against ’s jurisdiction. (l) If the Subscriber is an individual, then the Subscriber resides in the state or province identified in the address of the Subscriber set forth on the signature page hereof; if the Subscriber is a partnership, corporation, limited liability company or other entity, then its principal place of business is the office or offices located at the address or addresses of the Subscriber set forth on the signature page hereof. (m) The Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to Artemis and the Company. (n) The Subscriber has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement. (o) The Subscriber is neither a person associated nor affiliated with Cantor Xxxxxxxxxx & Co., Odeon Capital Group LLC or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO. (p) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (q) Subscriber understands that no certificates will be issued representing the Securities and that the Securities are not transferrable except in accordance with its termsthe Operating Agreement of the Company, subject to which Operating Agreement establishes the terms of the Securities and restricts the transferability of the Securities. (r) Any sales, transfers, or other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Securities Act and all applicable bankruptcy, insolvency, reorganization, moratorium rules and other laws affecting creditors’ rights regulations promulgated thereunder. (s) Subscriber represents and remedies generally and subject, as to enforceabilitywarrants, to general principles the best of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf Subscriber’s knowledge and solely with respect to its purchase of the Subscriber Securities hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement. (t) The Subscriber acknowledges that, pursuant to the Operating Agreement, prior to, or at the time of, the Business Combination, in order to facilitate such a Business Combination, the Managing Member (as defined therein) has the authority to cause the Company to forfeit or transfer Private Placement Warrants, including for no consideration, as well as to subject the Private Placement Warrants to earn-outs or other restrictions, or amend the terms under which the Private Placement Warrants were issued or any restrictions or other provisions relating to the Private Placement Warrants set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Private Placement Warrants, and there are no brokerage commissionsthat the Managing Member is authorized to effectuate such forfeitures, finders’ fees transfers, earn-outs, restrictions, amendments or commissions payable arrangements in connection herewith based on such amounts and pursuant to such terms as it determines in its sole and absolute discretion for any agreementreason, arrangement provided that (i) any such forfeitures, transfers, earn-outs, restrictions, amendments or understanding with arrangements shall apply in the same manner and pro rata to all Private Placement Warrants, and (ii) if the Company enters into any agreement that gives them the right to earn back or restore the value or original terms of any Private Placement Warrants that were the subject of any such forfeitures, transfers, earn-outs, restrictions, amendments or arrangements, the Subscriber or any action taken by shall be provided the Subscribersame rights on a pro rata basis.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company thatCorporation and acknowledges that the Corporation is relying upon such representations and warranties, as follows: (a) The if an individual, the Subscriber is of the age of majority and has the capacity and competence to enter into and be bound by this Subscription Agreement and all other agreements contemplated hereby and this Subscription Agreement constitutes a legal, valid and binding agreement enforceable against the Subscriber; (b) if the Subscriber is not an individual, then: (i) if a natural person, represents that he or she has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; (ii) if Subscriber is a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that: such entity was not formed for then the specific purpose of acquiring the Shares; such entity Subscriber is duly organized, validly existing a valid and (if applicable in the applicable jurisdiction) subsisting corporation and is in good standing (or similar status under local law) under the laws of the jurisdiction of its organizationincorporation; (ii) the consummation of Subscriber has the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power capacity and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates to observe and to carry out the provisions hereof and thereof and to purchase and hold the Sharesperform its obligations hereunder; the execution and delivery of (iii) this Subscription Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly authorized, executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which by the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) and is a party or by which he, she or it is bound; (b) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of the Company; it and they have been given an opportunity to ask any and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain all information that it or they believe necessary or appropriate to verify the accuracy of this Agreement, all Exhibits hereto and any other documents and materials requested of the Company and to evaluate the suitability of an investment in the Shares; and, in evaluating the suitability of an investment in the Shares, it and they have not relied upon any representations or other information (whether oral or written); (c) Assuming due execution and delivery by the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms; and (iv) the execution and delivery of this Subscription Agreement by the Subscriber will not result in the violation of, subject or constitute a default under, or conflict with or cause the acceleration of any obligation of the Subscriber under (a) any contract to applicable bankruptcywhich the Subscriber is a party or by which it is bound; (b) any provision of the constating documents of the Subscriber; or (c) any judgment, insolvencydecree, reorganizationorder or award of any court, moratorium government body or arbitrator having jurisdiction over the Subscriber; (c) the Subscriber is resident in the jurisdiction set out on the first page of this Subscription Agreement and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought not a resident in a proceeding at law or in equity)British Columbia; and (d) No broker has acted the Subscriber is: (i) an individual purchasing the Subscriber's Units as principal for its own account, and not for the benefit of any other person, in a sufficient amount so that the aggregate acquisition cost for such Units is not less than $97,000; (ii) a corporation purchasing the Subscriber's Units as principal for its own account, and not for the benefit of any other person, in a sufficient amount so that the aggregate acquisition cost for such Units is not less than $97,000, and the Subscriber was not created, formed or established solely, and is not used primarily, to acquire securities or to permit purchases of securities without a prospectus in reliance on behalf an exemption from the prospectus requirements of applicable securities legislation or, if the Subscriber was created or is used primarily for such purpose, each shareholder of the Subscriber has contributed not less than $97,000 for the purpose of investment by the Subscriber in the Subscriber's Units and all of such contributions have been invested in Units by the Subscriber; (iii) not a corporation or an individual (including, without limitation, a syndicate, partnership, trust, association or other form of unincorporated organization), the Subscriber is purchasing the Subscriber's Units as principal for its own account in a sufficient amount so that the aggregate acquisition cost for such Units is not less than $97,000, and either: (A) each beneficiary of the trust or each member of the syndicate, partnership, association or other unincorporated organization which is the beneficial purchaser has contributed for the Subscriber's Units at least $97,000 for the ppurpose of investment by the Subscriber in such Units and all such contributions have been invested; in Units by the Subscriber; or (B) such trust, syndicate, partnership, association or other unincorporated organization was not created solely or used primarily to permit purchases of securities without the benefit of a prospectus; or (iv) the Subscriber is not purchasing the Subscriber's Units as principal for its own account, the Subscriber is purchasing such Units in a sufficient amount so that the aggregate acquisition cost to the Subscriber for such Units is not less than $97,000, and the Subscriber is either: (A) a trust company or an insurer which has received a business authorization under the Financial Institutions Act (British Columbia) or is a trust company or an insurer authorized under the laws of another province or territory of Canada to carry on business in such province or territory, purchasing the Units as agent or trustee for accounts fully managed by the Subscriber; or (B) acting as agent for one or more disclosed principals, each of which is purchasing as principal for its own account and not for the benefit of any other person, and not with a view to the resale or distribution of all or any part of the Subsccriber's Units, each of which principals complies with the requirements of Subsections (d)(i), (ii) or (iii) above; or (C) a portfolio manager who manages the investment portfolios of clients through discretionary authority granted by one or more clients and is registered as a portfolio manager under the Securities Act (British Columbia) or the laws of another province or territory of Canada (or the Subscriber is not required to be registered or is exempt from registration) purchasing the Subscriber's Units as agent for accounts fully managed by the Subscriber; or (v) the Subscriber is purchasing the Subscriber's Units as purchaser for its own account, and not for the benefit of any other person, and the Subscriber is an accredited investor as defined in Multilateral Instrument 45-103 entitled "Capital Raising Exemptions" in effect in British Columbia, and the Subscriber has completed the accredited investor questionnaire attached hereto as Schedule B; (e) the Subscriber has not received, nor has it requested, nor does it have any need to receive, from the Corporation any offering memorandum with respect to the Subscriber's purchase of the Subscriber's Units; (f) the Subscriber's Units are not being purchased by the Subscriber as a result of any warranties or representations with regard to the present or future value of the Subscriber's Units, that any person will resell or repurchase the Subscriber's Units, or that any person will refund the purchase price for the Subscriber's Units; (g) no consent or approval of any person is required in connection with the execution and delivery of this Agreement, and there are no brokerage commissions, finders’ fees or commissions payable in connection herewith based on any agreement, arrangement or understanding with the Subscriber or any action taken Subscription Agreement by the Subscriber; (h) the Subscriber realizes that its purchase of the Subscriber's Units, involves a high degree of risk and will be a speculative investment, and that he, she or it is able, without impairing Subscriber's financial condition, to bear the complete loss of the Subscription Price; (i) the Subscriber, has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the investment hereunder in the Units and is able to bear the economic risk of loss of such investment; (j) the Subscriber is purchasing the Subscriber's Units as principal for investment only and not with a view to resale or distribution; (k) the Subscriber shall notify the Corporation immediately if it anticipates that any representation or warranty made by the Subscriber herein will cease to be correct or if it becomes aware that any such representation or warranty has ceased to be correct; and (l) to the extent necessary, the Subscriber has retained, at his, her or its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and ownership of the Units.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company thatas follows: (a) If an entity, the Subscriber is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. (b) The Subscriber: (i) if a natural person, represents that he or she has reached the age of 21 and Subscriber has full power and authority to execute enter into this Agreement. This Agreement, when executed and deliver delivered by the Subscriber, will constitute the valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Subscriber in connection with the consummation of the transactions contemplated by this Agreement. (d) The execution, delivery and performance by the Subscriber of this Agreement and all other related agreements the consummation by the Subscriber of the transactions contemplated by this Agreement will not result in any violation or certificates and to carry out the default (i) of any provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares; of its organizational documents, if applicable, (ii) if of any instrument, judgment, order, writ or decree to which it is a corporationparty or by which it is bound, partnership(iii) under any note, associationindenture or mortgage to which it is a party or by which it is bound, joint stock company(iv) under any lease, trustagreement, unincorporated organization contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Subscriber, in each case (other entitythan clause (i)), which would have a material adverse effect on the Subscriber or its ability to consummate the transactions contemplated by this Agreement. (e) This Agreement is made with the Subscriber in reliance upon the Subscriber’s representation to the Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms, that the Securities to be acquired by the Subscriber will be acquired for investment for the Subscriber’s own account or an account that is under the direction and control of Subscriber or one of its affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Subscriber further represents that: that the Subscriber does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such entity person or to any third person, with respect to any of the Securities. If the Subscriber was not formed for the specific purpose of acquiring the Shares; such entity Securities, each of its equity owners is duly organized, validly existing and (if applicable an accredited investor as defined in the applicable jurisdictionRule 501(a) in good standing (or similar status under local law) of Regulation D promulgated under the laws of the jurisdiction of its organization; the consummation of the transactions contemplated hereby will not result in a violation of its charter or other organizational documents; such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part; and this Agreement has been duly executed and delivered on behalf of such entity; (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation or other entity for whom the undersigned is executing this Agreement, and such individual, xxxx, partnership, trust, estate, corporation or other entity has full right and power to perform his, her or its obligations pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity; and (iv) the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber (or, if applicable, such subscribing individual, xxxx, partnership, trust, estate, corporation or other entity) is a party or by which he, she or it is bound;Securities Act. (bf) The Subscriber has received and reviewed this Agreement and all Exhibits hereto; it, its attorney and its accountant have had access to, and an opportunity to review, all documents and other materials requested of discuss the Company; it ’s and they have been given an opportunity to ask any Artemis’s business, management, financial affairs and all questions of, and receive answers from, the Company concerning the terms and conditions of the offering of the Securities, as well as the terms and conditions of the IPO and the Founder Shares, with the Company’s and Artemis’s management. The Subscriber has reviewed the Registration Statement and understands the terms and conditions of the Founder Shares. (g) The Subscriber understands that the offer and sale of the Securities to obtain the Subscriber has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. The Subscriber understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Subscriber must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subscriber acknowledges that the Company has no obligation to register or qualify the Securities for resale. The Subscriber 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 sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy. The Subscriber understands that the offering of the Securities is not, and is not intended to be, part of the IPO, and that the Subscriber will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Securities. (h) The Subscriber understands that no public market now exists for the Securities or the securities of Artemis underlying the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities or the securities of Artemis underlying the Securities. (i) The Subscriber understands that its agreement to purchase the Securities involves a high degree of risk which could cause the Subscriber to lose all information or part of its investment, and that the Company will vote the Founder Shares in favor of the Business Combination. (j) Subscriber is an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act, as set forth on the Questionnaire attached hereto, which is incorporated by reference herein, and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. (k) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or they believe necessary or appropriate to verify the accuracy any use of this Agreement, all Exhibits hereto and any other documents and materials requested including (i) the legal requirements within its jurisdiction for the purchase of the Company and Securities, (ii) any foreign exchange restrictions applicable to evaluate the suitability of an investment in the Shares; andsuch purchase, in evaluating the suitability of an investment in the Shares, it and they have not relied upon (iii) any representations governmental or other information consents that may need to be obtained, and (whether oral iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or written); (c) Assuming due execution transfer of the Securities. The Subscriber’s subscription and delivery by payment for and continued beneficial ownership of the Company of this Agreement, this Agreement constitutes the legal, valid and binding obligation Securities will not violate any applicable securities or other laws of the Subscriber, enforceable against ’s jurisdiction. (l) If the Subscriber is an individual, then the Subscriber resides in the state or province identified in the address of the Subscriber set forth on the signature page hereof; if the Subscriber is a partnership, corporation, limited liability company or other entity, then its principal place of business is the office or offices located at the address or addresses of the Subscriber set forth on the signature page hereof. (m) The Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to Artemis and the Company. (n) The Subscriber has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement. (o) The Subscriber is neither a person associated nor affiliated with Cantor Xxxxxxxxxx & Co., Odeon Capital Group LLC or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO. (p) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (q) Subscriber understands that no certificates will be issued representing the Securities and that the Securities are not transferrable except in accordance with its termsthe Operating Agreement of the Company, subject to which Operating Agreement establishes the terms of the Securities and restricts the transferability of the Securities. (r) Any sales, transfers, or other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Securities Act and all applicable bankruptcy, insolvency, reorganization, moratorium rules and other laws affecting creditors’ rights regulations promulgated thereunder. (s) Subscriber represents and remedies generally and subject, as to enforceabilitywarrants, to general principles the best of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (d) No broker has acted on behalf Subscriber’s knowledge and solely with respect to its purchase of the Subscriber Securities hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement. (t) The Subscriber acknowledges that, pursuant to the Operating Agreement, prior to, or at the time of, the Business Combination, in order to facilitate such a Business Combination, the Managing Member (as defined therein) has the authority to cause the Company to forfeit or transfer Founder Shares, including for no consideration, as well as to subject the Founder Shares to earn-outs or other restrictions, or amend the terms under which the Founder Shares were issued or any restrictions or other provisions relating to the Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Founder Shares, and there are no brokerage commissionsthat the Managing Member is authorized to effectuate such forfeitures, finders’ fees transfers, earn-outs, restrictions, amendments or commissions payable arrangements in connection herewith based on such amounts and pursuant to such terms as it determines in its sole and absolute discretion for any agreementreason, arrangement provided that (i) any such forfeitures, transfers, earn-outs, restrictions, amendments or understanding with arrangements shall apply in the same manner and pro rata to all Founder Shares, and (ii) if the Company enters into any agreement that gives them the right to earn back or restore the value or original terms of any Founder Shares that were the subject of any such forfeitures, transfers, earn-outs, restrictions, amendments or arrangements, the Subscriber or any action taken by shall be provided the Subscribersame rights on a pro rata basis.