Common use of New PubCo Representations and Warranties Clause in Contracts

New PubCo Representations and Warranties. New PubCo hereby represents and warrants to HPX and the Existing Shareholder as follows: (a) New PubCo is an exempted company with limited liability, duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of the Cayman Islands. (b) New PubCo has the requisite limited liability company power and authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder. The execution and delivery of this Agreement has been duly authorized by all necessary company (or similar) action on the part of New PubCo. New PubCo’s signature on this Agreement is genuine, and the signatory has been duly authorized and has legal competence and capacity to execute the same. This Agreement has been duly and validly executed and delivered by New PubCo and constitutes a valid, legal and binding agreement of New PubCo (assuming that this Agreement is duly authorized, executed and delivered by the Existing Shareholder and HPX), enforceable against New PubCo in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Other than the consents, waivers, approvals, orders, authorizations, registrations, qualifications, designations, declarations and filings pursuant to, in compliance with or required to be made under the Exchange Act or as otherwise set forth in Schedule 4.6(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by New PubCo does not, and the performance by New PubCo of its obligations hereunder, including the issuance of the Warrants and the New PubCo Class A Ordinary Shares, will not, (i) conflict with or result in a violation of the organizational documents of New PubCo or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by New PubCo of its obligations under this Agreement.

New PubCo Representations and Warranties. New PubCo hereby Pubco represents and warrants to HPX and the Existing Shareholder as followsHCT that: (a) a. New PubCo is an exempted company with limited liability, Pubco has been duly incorporated, is validly existing and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of the Cayman Islands. (b) New PubCo has State of Delaware, with the requisite limited liability company corporate power and authority to execute own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement. b. As of the Closing, the New Pubco Shares will be duly authorized and, when issued and delivered to HCT against full payment therefor in accordance with the terms of this Agreement, to perform its covenantsNew Pubco New Pubco Shares will be validly issued, agreements fully paid and obligations hereunder. The execution non-assessable, free and delivery clear of all liens or other restrictions (other than those arising under this Agreement has or applicable securities laws) and will not have been duly authorized issued in violation of or subject to any preemptive or similar rights created under New Pubco ‘s Amended and Restated Certificate of Incorporation or under the laws of the State of Delaware, or any similar rights pursuant to any agreement or other instrument to which New Pubco is a party or by all necessary company (or similar) action on the part of New PubCo. New PubCo’s signature on this Agreement which it is genuine, and the signatory has been duly authorized and has legal competence and capacity to execute the same. otherwise bound. c. This Agreement has been duly and validly executed and delivered by New PubCo and constitutes a valid, legal and binding agreement of New PubCo (assuming that this Agreement is duly authorized, executed and delivered by New Pubco and is the Existing Shareholder valid and HPX), legally binding obligation of and enforceable against New PubCo Pubco in accordance with its terms (subject to terms, except as may be limited or otherwise affected by limitations on enforcement and other remedies imposed by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or moratorium, and other similar laws relating to or affecting generally the enforcement of creditors’ rights and subject generally from time to time in effect or general principles of equityequity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts) (the “Enforceability Limitations”). (c) Other than d. The execution, delivery and performance of this Agreement, the consents, waivers, approvals, orders, authorizations, registrations, qualifications, designations, declarations issuance and filings pursuant to, in compliance with or required to be made under the Exchange Act or as otherwise set forth in Schedule 4.6(b) sale of the Company Disclosure Letter, New Pubco Shares and the execution and delivery compliance by New Pubco with all of the provisions of this Agreement by New PubCo does not, and the performance by New PubCo of its obligations hereunder, including the issuance consummation of the Warrants and the New PubCo Class A Ordinary Shares, transactions contemplated hereby will not, (i) not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of New Pubco pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan or credit agreement, guarantee, note, bond, permit, lease, license or other agreement or instrument to which New Pubco is a party or by which New Pubco is bound or to which any of the properties or assets of New Pubco is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of New Pubco or affect the validity of the New Pubco Shares or the legal authority or ability of New Pubco to comply in all material respects with the terms of this Agreement (a “New Pubco Material Adverse Effect”); (ii) the provisions of the organizational documents of New PubCo Pubco ; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority, or regulatory body, domestic or foreign, having jurisdiction over New Pubco or any of its properties that would have a New Pubco Material Adverse Effect. e. Assuming the accuracy of the representations and warranties of the HCT set forth in this Agreement, New Pubco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Agreement (including, without limitation, the issuance of the New Pubco Shares), other than (i) filings with the Securities and Exchange Commission (the “Commission”), including with respect to obtaining the approval of the stockholders of DTRT Health Acquisition Corp., (ii) filings required by applicable state securities laws, (iii) filings required by The NASDAQ Stock Market (“NASDAQ”), including with respect to obtaining the approval of the stockholders of DTRT Health Acquisition Corp., (iv) those required to consummate the Transaction as provided under the Transaction Agreement, (v) the filing of notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, (vi) consents, waivers, authorizations or filings that have been obtained, made or given, as applicable, on or prior to the Closing, and (vii) where the failure of which to obtain, make or give would not be reasonably likely to have a New Pubco Material Adverse Effect or have a material adverse effect on New Pubco’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the New Pubco Shares. f. New Pubco is in compliance with all applicable law, except where such non- compliance would not be reasonably likely to have a New Pubco Material Adverse Effect. New Pubco has not received any written, or to its knowledge, other communication from a governmental entity that alleges that New Pubco is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely to have, individually or in the aggregate, a New Pubco Material Adverse Effect. g. Assuming the accuracy of HCT’s representations and warranties set forth in this Agreement herein, no registration under the Securities Act is required for the offer and sale of the New Pubco Shares by New Pubco to HCT. h. Except for such matters as have not had, individually or in the aggregate, a New Pubco Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim, inquiry, arbitration, investigation, litigation or other proceeding, in each case by or before any regulatory authority or governmental authority pending, or, to the knowledge of New Pubco, threatened against New Pubco or (ii) judgment, decree, injunction, ruling or order of any regulatory authority, governmental entity or arbitrator outstanding against New Pubco. i. Neither New Pubco, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any New Pubco security or solicited any offers to buy any security under circumstances that would adversely affect reliance by New Pubco on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the New Pubco Shares under the Securities Act. Neither New Pubco, nor any consent person acting on its behalf has, directly or approval that has not been given indirectly, conducted any general solicitation or other action that has not been taken by any persongeneral advertising, including methods described in Section 502(c) of Regulation D under the Securities Act, in each case to connection with the extent such consentoffer or sale of any of the New Pubco Shares and neither New Pubco nor any person acting on its behalf offered any of the New Pubco Shares in a manner involving a public offering under, approval or other action would preventin a distribution in violation of, enjoin the Securities Act or materially delay the performance by New PubCo of its obligations under this Agreementany state securities laws.

New PubCo Representations and Warranties. New PubCo hereby represents and warrants to HPX and the Existing Shareholder as follows: (a) New PubCo is an exempted company with limited liability, duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of the Cayman Islands. (b) New PubCo has the requisite limited liability company power and authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder. The execution and delivery of this Agreement has been duly authorized by all necessary company (or similar) action on the part of New PubCo. New PubCo’s signature on this Agreement is genuine, and the signatory has been duly authorized and has legal competence and capacity to execute the same. This Agreement has been duly and validly executed and delivered by New PubCo and constitutes a valid, legal and binding agreement of New PubCo (assuming that this Agreement is duly authorized, executed and delivered by the Existing Shareholder and HPX), enforceable against New PubCo in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) Other than the consents, waivers, approvals, orders, authorizations, registrations, qualifications, designations, declarations and filings pursuant to, in compliance with or required to be made under the Exchange Act or as otherwise set forth in Schedule 4.6(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by New PubCo does not, and the performance by New PubCo of its obligations hereunder, including the issuance of the Warrants XP Additional Warrants, if any, and the New PubCo Class A Ordinary XP Additional Shares, if any, will not, (i) conflict with or result in a violation of the organizational documents of New PubCo or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by New PubCo of its obligations under this Agreement.