Common use of Representations and Warranties of Company Shareholder Clause in Contracts

Representations and Warranties of Company Shareholder. Company Shareholder hereby represents and warrants to SPAC as follows: (a) Company Shareholder has full power and authority and has taken all action necessary in order to execute and deliver and perform its obligations under this Agreement, and this Agreement, assuming the due authorization, execution and delivery of this Agreement by SPAC, constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors’ rights generally or by principles governing the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by Company Shareholder nor the performance of Company Shareholder’s obligations hereunder (i) violates any provision of any Legal Requirements applicable to Company Shareholder, (ii) results in any breach of any provision of Company Shareholder’s Governing Documents, (iii) conflicts with, results in a breach under, or gives rise to any right of termination of any Contract to which Company Shareholder is a party or by which any of its assets are bound (in each case, with or without notice, lapse of time or both), or (iv) results in the creation or imposition of any Lien on or affecting the Covered Shares, except, with respect to clauses (i), (iii) and (iv), as would not reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. (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 Section 4.6(b) of the Business Combination Agreement, no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity is required to be obtained by Company Shareholder from, or to be given by Company Shareholder to, or be made by Company Shareholder with, any Governmental Entity in connection with the execution and delivery by Company Shareholder of this Agreement and the performance by Company Shareholder of its obligations hereunder. (d) There is no Legal Proceeding pending or, to Company Shareholder’s actual knowledge, following reasonable inquiry, threatened in writing against or involving Company Shareholder or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. There is no Order or, to Company Shareholder’s actual knowledge, following reasonable inquiry, Legal Requirement issued by any court of competent jurisdiction or other Governmental Entity effective and binding on Company Shareholder or any of its Affiliates that would reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. (e) Company Shareholder is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Covered Shares, has good, valid and marketable title to the Covered Shares, free and clear of any Liens, other than as created by this Agreement or the Business Combination Agreement or arising under the respective Governing Documents of New Pubco, Merger Sub or the Company, as the case may be. The relevant Covered Shares constitute all of the outstanding capital stock of each of New Pubco, Merger Sub and the Company and all of Company Shareholder’s equity interests in each such Person. Other than the Covered Shares, Company Shareholder does not own, beneficially or of record, or have any right to acquire, any other equity, equity-linked or similar securities of New Pubco, Merger Sub or the Company or any of their respective Subsidiaries. Company Shareholder does not have any Contract to sell, transfer, grant participations in or otherwise dispose any of the Covered Shares to any Person, other than the Business Combination Agreement, the Contribution Agreement and the other Transaction Agreements to which Company Shareholder is a party. Company Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Covered Shares and, except for this Agreement, the Business Combination Agreement and the other Transaction Agreements to which Company Shareholder is a party, Company Shareholder (i) is not party to or bound by any voting agreement, voting trust, proxy or other Contract with respect to the voting or delivery of consents in respect of any of the Covered Shares, (ii) has not granted a proxy or power of attorney with respect to any of the Covered Shares that is inconsistent with Company Shareholder’s obligations pursuant to this Agreement and (iii) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from performing and satisfying, its obligations pursuant to this Agreement.

Representations and Warranties of Company Shareholder. Company Shareholder hereby represents and warrants to SPAC AVB as follows: (a) Company Shareholder has full the complete and unrestricted power and authority and has taken all action necessary in order the unqualified right to execute and deliver enter into and perform its obligations under the terms of this Agreement, and this Agreement, ; (b) This Agreement (assuming the due authorization, execution and delivery of this Agreement by SPAC, constitutes its a valid and binding agreement of AVB) is a valid and legally binding obligationagreement with respect to Company Shareholder, enforceable in accordance with its terms, terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar laws of general applicability relating to or similar Legal Requirements affecting creditors’ ' rights generally or by principles governing the availability of equitable remedies.general equity principles); (bc) Neither Company Shareholder beneficially owns the number of Shareholder Equity Interests indicated opposite such Company Shareholder's name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever ("Liens"), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shareholder Equity Interests; (d) Company Shareholder understands that at the Effective Time of the Mid-Tier Merger, each outstanding Shareholder Equity Interest listed on Schedule 1 shall be cancelled and converted into the right to receive a cash amount to be determined in accordance with the terms and provisions of the Agreement and Plan of Merger; (e) The execution and delivery of this Agreement by Company Shareholder nor does not, and the performance by Company Shareholder of Company Shareholder’s his, her or its obligations hereunder (i) violates any provision and the consummation by Company Shareholder of any Legal Requirements applicable to Company Shareholderthe transactions contemplated hereby will not, (ii) results in any breach of any provision of Company Shareholder’s Governing Documents, (iii) conflicts violate or conflict with, results in or constitute a breach default under, any agreement, instrument, contract or gives rise to other obligation or any right of termination of any Contract order, arbitration award, judgment or decree to which Company Shareholder is a party or by which any of its assets are bound (in each case, with or without notice, lapse of time or both), or (iv) results in the creation or imposition of any Lien on or affecting the Covered Shares, except, with respect to clauses (i), (iii) and (iv), as would not reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. (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 Section 4.6(b) of the Business Combination Agreement, no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity is required to be obtained by Company Shareholder from, or to be given by Company Shareholder to, or be made by Company Shareholder with, any Governmental Entity in connection with the execution and delivery by Company Shareholder of this Agreement and the performance by Company Shareholder of its obligations hereunder. (d) There is no Legal Proceeding pending or, to Company Shareholder’s actual knowledge, following reasonable inquiry, threatened in writing against or involving Company Shareholder or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. There is no Order or, to Company Shareholder’s actual knowledge, following reasonable inquiry, Legal Requirement issued by any court of competent jurisdiction or other Governmental Entity effective and binding on Company Shareholder or any of its Affiliates that would reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. (e) Company Shareholder is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Covered Shares, has good, valid and marketable title to the Covered Shares, free and clear of any Liens, other than as created by this Agreement or the Business Combination Agreement or arising under the respective Governing Documents of New Pubco, Merger Sub or the Company, as the case may be. The relevant Covered Shares constitute all of the outstanding capital stock of each of New Pubco, Merger Sub and the Company and all of Company Shareholder’s equity interests in each such Person. Other than the Covered Shares, Company Shareholder does not own, beneficially or of recordbound, or have any right to acquirestatute, any other equity, equity-linked rule or similar securities of New Pubco, Merger Sub or the Company or any of their respective Subsidiaries. Company Shareholder does not have any Contract to sell, transfer, grant participations in or otherwise dispose any of the Covered Shares to any Person, other than the Business Combination Agreement, the Contribution Agreement and the other Transaction Agreements regulation to which Company Shareholder is a party. Company Shareholder has subject or, in the sole right to vote (and provide consent in respect of, as applicable) the Covered Shares and, except for this Agreement, the Business Combination Agreement and the other Transaction Agreements to which event that Company Shareholder is a partycorporation, partnership, trust or other entity, any by-law or other organizational document of Company Shareholder; and (f) Company Shareholder has no claim (or any basis therefor), in Company Shareholder's capacity as a stockholder or former stockholder, or option holder or former option holder, of Company, in any way arising out of or based upon: (i) is not party ownership or rights to or bound by ownership of any voting agreementShareholder Equity Interests, voting trust, proxy or other Contract than Company Shareholder's right to receive the consideration to be paid to Company Shareholder under the Agreement and Plan of Merger with respect to the voting or delivery of consents in respect of any of the Covered Shares, Shareholder Equity Interests listed on Schedule 1; (ii) has not granted a proxy any rights to obtain additional Shareholder Equity Interests; or power of attorney with respect to any of the Covered Shares that is inconsistent with Company Shareholder’s obligations pursuant to this Agreement and (iii) has not entered into any agreement or undertaking claim that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from performing and satisfying, its obligations pursuant to this Agreementany Shareholder Equity Interests were wrongfully repurchased by Company.

Representations and Warranties of Company Shareholder. The Company Shareholder hereby represents and warrants to SPAC Plum as follows: (a) The Company Shareholder is (i) an exempted company, corporation, limited liability company, partnership or other applicable business entity duly organized, incorporated or formed, as applicable, 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 its jurisdiction of organization, incorporation or formation (as applicable) or (ii) an individual. (b) If the Company Shareholder is not an individual, the Company Shareholder has full the requisite exempted company, corporate, limited liability company or other similar power and authority and has taken all action necessary in order to execute and deliver this Agreement and perform its obligations under this Agreement, to consummate the transactions contemplated hereby and this Agreement, assuming the due authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by SPACall necessary exempted company, corporate, limited liability company or other similar action on the part of the Company Shareholder. If the Company Shareholder is an individual, the signature on this Agreement is genuine and such the Company Shareholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Shareholder and constitutes its valid the valid, legal and legally binding obligationagreements of the Company Shareholder (assuming this Agreement has been, upon execution hereof, duly authorized, executed and delivered by the other Parties hereto), enforceable against the Company Shareholder in accordance with its terms, terms (except as such enforceability may be limited by is subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements other Laws affecting generally the enforcement of creditors’ rights generally or by and subject to general principles governing the availability of equitable remediesequity). (bc) Neither the The execution and delivery of this Agreement by the Company Shareholder nor does not, and the performance by the Company Shareholder of Company Shareholder’s its obligations hereunder will not, (i) violates violate any provision of, or result in the breach of, any Law to which the Company Shareholder is subject or by which any property or asset of any Legal Requirements applicable to the Company ShareholderShareholder is bound, (ii) results if the Company Shareholder is an entity, conflict with or result in any breach a violation of the Governing Documents of the Company Shareholder, or (iii) violate any provision of or result in breach, default or acceleration under any Contract (including any Lien on any Plum Shares) binding upon the Company Shareholder’s Governing DocumentsShareholder and, if the Company Shareholder is an entity, its Equity Securities, or require any consent or approval that has not been given or other action that has not been taken by any Person, except in the case of clause (i) or (iii) conflicts with, results in a breach under, or gives rise to any right of termination of any Contract to which Company Shareholder is a party or by which any of its assets are bound (in each case, with or without notice, lapse of time or both), or (iv) results in the creation or imposition of any Lien on or affecting the Covered Shares, except, with respect to clauses (i), (iii) and (iv)directly above, as would not reasonably be expected to prevent, enjoin or materially adversely affect delay the ability of performance by the Company Shareholder to perform of its obligations under this Agreement. (cd) Other than No consent, notice, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the consentspart of the Company Shareholder with respect to the Company Shareholder’s execution, waiversdelivery or performance of this Agreement and the consummation of the transactions contemplated hereby, approvalsexcept for filings, orders, authorizations, registrations, qualifications, designations, declarations notices and filings reports pursuant to, in compliance with or required to be made under the Exchange Act or as otherwise set forth in Section 4.6(b) of the Business Combination Agreementany consents, no consentnotices, approval, authorization authorizations, designations, declarations, waivers or permit offilings, or filing with or notification to, any Governmental Entity is required to be obtained by Company Shareholder from, or to be given by Company Shareholder to, or be made by Company Shareholder with, any Governmental Entity in connection with the execution and delivery by Company Shareholder absence of this Agreement and the performance by Company Shareholder of its obligations hereunder. (d) There is no Legal Proceeding pending or, to Company Shareholder’s actual knowledge, following reasonable inquiry, threatened in writing against or involving Company Shareholder or any of its Affiliates that, if adversely decided or resolved, which would reasonably be expected to materially not adversely affect the ability of the Company Shareholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement. There is hereunder in any material respect. (e) As of the date hereof, there are no Order Proceedings pending against the Company Shareholder or, to the knowledge of the Company Shareholder’s actual knowledge, following reasonable inquirythreatened against the Company Shareholder, Legal Requirement issued before (or, in the case of threatened Proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by any court of competent jurisdiction or other Governmental Entity effective and binding on the Company Shareholder or any of its Affiliates that would reasonably be expected to materially adversely affect the ability of Company Shareholder to perform its obligations under this Agreement. (e) Company Shareholder is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Covered Shares, has good, valid and marketable title to the Covered Shares, free and clear of any Liens, other than as created by this Agreement or the Business Combination Agreement or arising under the respective Governing Documents of New Pubco, Merger Sub or the Company, as the case may be. The relevant Covered Shares constitute all of the outstanding capital stock of each of New Pubco, Merger Sub and the Company and all of Company Shareholder’s equity interests in each such Person. Other than the Covered Shares, Company Shareholder does not own, beneficially or of record, or have any right to acquire, any other equity, equity-linked or similar securities of New Pubco, Merger Sub or the Company or any of their respective Subsidiaries. Company Shareholder does not have any Contract to sell, transfer, grant participations in or otherwise dispose any of the Covered Shares to any Person, other than the Business Combination Agreement, the Contribution Agreement and the other Transaction Agreements to which Company Shareholder is a party. Company Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Covered Shares and, except for this Agreement, the Business Combination Agreement and the other Transaction Agreements to which Company Shareholder is a party, Company Shareholder (i) is not party to or bound by any voting agreement, voting trust, proxy or other Contract with respect to the voting or delivery of consents in respect of any of the Covered Shares, (ii) has not granted a proxy or power of attorney with respect to any of the Covered Shares that is inconsistent with Company Shareholder’s obligations pursuant to this Agreement and (iii) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from performing and satisfying, its obligations pursuant to this Agreement.