Common use of Representation and Warranties of the Company Clause in Contracts

Representation and Warranties of the Company. The Company hereby represents and warrants to Investor as follows: (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Company has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The Company has obtained all necessary limited liability company approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Investor, constitutes the Company’s legal, valid and binding obligations, enforceable against the Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Company of this Agreement do not conflict with, violate or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Company is a party or is subject; (d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; and (e) The Company, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactions.

Representation and Warranties of the Company. The Company hereby represents and warrants to Investor Xxxx Park and Xxxxxxxxx as follows: (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMaryland; (b) The Company has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The Company has obtained all necessary limited liability company corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, and (assuming due execution and delivery by Investor, Xxxx Park and Xxxxxxxxx) constitutes the Company’s legal, valid and binding obligationsobligation, enforceable against the Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Company of this Agreement do not conflict with, violate or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Company is a party or is subject; (d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; and; (ed) The Company, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactions; and (e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

Representation and Warranties of the Company. The Company hereby represents and warrants to Investor as follows: (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Company Cayman Islands and has all requisite full corporate power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company and the stockholders of the Company, if required, and no further consent or authorization is required by the Company, the board of directors of the Company or of its stockholders. The No other corporate proceedings on the part of the Company has obtained all are necessary limited liability company approvals for to approve and authorize the execution and delivery of this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy or other similar laws affecting creditors’ rights generally. (c) The Company’s Registration Statements (“Registration Statement”) on Form F-3 (File No. 333-250145), registering the resale of ADS issuable upon exercise of the Warrants (the “Warrant Shares”) was declared effective by the Securities and Exchange Commission (the “Commission”) on February 8, 2021 remains effective and shall remain effective during the term of this Agreement. The Commission has not issued any orders preventing or suspending the use of the Prospectus contained in the Registration Statement and the Prospectus (as modified or supplemented by information incorporated by reference into such Prospectus) as well as the Company’s other public filings (the “SEC filings”) conforms, and during the effectiveness of this Agreement will conform, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as amended and do not, and during the effectiveness of this Agreement will not, include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Warrant Shares have been duly authorized, have been duly reserved for issuance and upon exercise of the Warrants and payment to the Company of the exercise price therefore, the performance Warrant Shares will be validly issued, fully paid and non-assessable. (e) Neither the execution and delivery of its obligations hereunder, and this Agreement by the Company nor the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Investor, constitutes the Company’s legal, valid and binding obligations, enforceable against the Company in accordance hereby will (i) conflict with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Company of this Agreement do not conflict with, violate or result in the any breach of any agreementprovisions of Memorandum and Articles of Association of the Company, instrumenteach as amended to date; (ii) require any consent, orderapproval, judgmentauthorization or permit from, decreeor filing with or notification to, law any United States or foreign governmental regulation or regulatory authority or other third party, except for any such consents approvals, authorizations, permits, filings or notifications, the absence of which would not have a material adverse effect on the Company or the Warrants, (iii) result in a breach of the terms, conditions or provisions of, constitute a default under or cause, permit or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material agreement to which the Company is a party or is subject; (d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; and (e) The Company, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactionsto.

Representation and Warranties of the Company. The Company hereby represents and warrants to Investor as follows: (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Company Cayman Islands and has all requisite full corporate power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company and the stockholders of the Company, if required, and no further consent or authorization is required by the Company, the board of directors of the Company or of its stockholders. The No other corporate proceedings on the part of the Company has obtained all are necessary limited liability company approvals for to approve and authorize the execution and delivery of this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy or other similar laws affecting creditors’ rights generally. (c) The Company’s Registration Statement (“Registration Statement”) on Form F-3 (File No. 333-253402), registering the resale of ADS issuable upon exercise of the Warrants (the “Warrant Shares”) was deemed immediately effective on February 23, 2021, remains effective and shall remain effective during the term of this Agreement. The Securities and Exchange Commission (the “Commission”) has not issued any orders preventing or suspending the use of the Prospectus contained in the Registration Statement and the Prospectus (as modified or supplemented by information incorporated by reference into such Prospectus) as well as the Company’s other public filings (the “SEC filings”) conforms, and during the effectiveness of this Agreement will conform, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as amended and do not, and during the effectiveness of this Agreement will not, include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Warrant Shares have been duly authorized, have been duly reserved for issuance and upon exercise of the Warrants and payment to the Company of the exercise price therefore, the performance Warrant Shares will be validly issued, fully paid and non-assessable. (e) Neither the execution and delivery of its obligations hereunder, and this Agreement by the Company nor the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Investor, constitutes the Company’s legal, valid and binding obligations, enforceable against the Company in accordance hereby will (i) conflict with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Company of this Agreement do not conflict with, violate or result in the any breach of any agreementprovisions of Memorandum and Articles of Association of the Company, instrumenteach as amended to date; (ii) require any consent, orderapproval, judgmentauthorization or permit from, decreeor filing with or notification to, law any United States or foreign governmental regulation or regulatory authority or other third party, except for any such consents approvals, authorizations, permits, filings or notifications, the absence of which would not have a material adverse effect on the Company or the Warrants, (iii) result in a breach of the terms, conditions or provisions of, constitute a default under or cause, permit or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material agreement to which the Company is a party or is subject; (d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; and (e) The Company, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactionsto.

Representation and Warranties of the Company. The Company hereby represents and warrants to Investor as follows: (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Company Delaware and has all requisite full corporate power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company and the stockholders of the Company, if required, and no further consent or authorization is required by the Company, the board of directors of the Company or of its stockholders. The No other corporate proceedings on the part of the Company has obtained all are necessary limited liability company approvals for to approve and authorize the execution and delivery of this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy or other similar laws affecting creditors’ rights generally. (c) The Company’s Registration Statement (“Registration Statement”) on Form S-1 (File No. 333-239750), registering the sale of Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”) was declared effective by the Securities and Exchange Commission (the “Commission”) July 22, 2020 and remains effective and shall remain effective during the term of this Agreement. The Commission has not issued any orders preventing or suspending the use of the Prospectus contained in the Registration Statement and the Prospectus (as modified or supplemented by information incorporated by reference into such Prospectus) as well as the Company’s other public filings (the “SEC filings”) conforms, and during the effectiveness of this Agreement will conform, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as amended and do not, and during the effectiveness of this Agreement will not, include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Summit Wireless Technologies, Inc. June 7, 2021 (d) The Warrant Shares have been duly authorized, have been duly reserved for issuance and upon exercise of the Warrants and payment to the Company of the exercise price therefore, the performance Warrant Shares will be validly issued, fully paid and non-assessable. (e) Neither the execution and delivery of its obligations hereunder, and this Agreement by the Company nor the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Investor, constitutes the Company’s legal, valid and binding obligations, enforceable against the Company in accordance hereby will (i) conflict with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Company of this Agreement do not conflict with, violate or result in the any breach of any agreementprovisions of the Articles of Incorporation or Bylaws of the Company, instrumenteach as amended to date; (ii) require any consent, orderapproval, judgmentauthorization or permit from, decreeor filing with or notification to, law any United States or foreign governmental regulation or regulatory authority or other third party, except for any such consents approvals, authorizations, permits, filings or notifications, the absence of which would not have a material adverse effect on the Company or the Warrants, (iii) result in a breach of the terms, conditions or provisions of, constitute a default under or cause, permit or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material agreement to which the Company is a party or is subject; (d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; and (e) The Company, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactionsto.

Representation and Warranties of the Company. The Company hereby represents and warrants to Investor as follows: (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Company Cayman Islands and has all requisite full corporate power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company and the stockholders of the Company, if required, and no further consent or authorization is required by the Company, the board of directors of the Company or of its stockholders. The No other corporate proceedings on the part of the Company has obtained all are necessary limited liability company approvals for to approve and authorize the execution and delivery of this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy or other similar laws affecting creditors’ rights generally. (c) The Company’s Registration Statements (“Registration Statement”) on Form F-3 (File No. 333-250145), registering the resale of ADS issuable upon exercise of the Warrants (the “Warrant Shares”) was declared effective by the Securities and Exchange Commission (the “Commission”) on January 8, 2021 remains effective and shall remain effective during the term of this Agreement. The Commission has not issued any orders preventing or suspending the use of the Prospectus contained in the Registration Statement and the Prospectus (as modified or supplemented by information incorporated by reference into such Prospectus) as well as the Company’s other public filings (the “SEC filings”) conforms, and during the effectiveness of this Agreement will conform, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as amended and do not, and during the effectiveness of this Agreement will not, include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Warrant Shares have been duly authorized, have been duly reserved for issuance and upon exercise of the Warrants and payment to the Company of the exercise price therefore, the performance Warrant Shares will be validly issued, fully paid and non-assessable. (e) Neither the execution and delivery of its obligations hereunder, and this Agreement by the Company nor the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Investor, constitutes the Company’s legal, valid and binding obligations, enforceable against the Company in accordance hereby will (i) conflict with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Company of this Agreement do not conflict with, violate or result in the any breach of any agreementprovisions of Memorandum and Articles of Association of the Company, instrumenteach as amended to date; (ii) require any consent, orderapproval, judgmentauthorization or permit from, decreeor filing with or notification to, law any United States or foreign governmental regulation or regulatory authority or other third party, except for any such consents approvals, authorizations, permits, filings or notifications, the absence of which would not have a material adverse effect on the Company or the Warrants, (iii) result in a breach of the terms, conditions or provisions of, constitute a default under or cause, permit or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material agreement to which the Company is a party or is subject; (d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; and (e) The Company, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactionsto.