Common use of REPRESENTATIONS AND WARRANTIES OF PUBCO Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by Pubco and the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby will not (A) result in a violation of the certificate of incorporation of Pubco or the bylaws of Pubco or (B) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco or by which any property or asset of Pubco is bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not reasonably be expected to have a material adverse effect on Pubco or its business, financial condition or results of operations.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco PubCo represents and warrants that (i) it to the Subscriber, SPAC and the Placement Agents as follows: 4.1 PubCo is a corporation an exempted company duly incorporated and is validly existing and in good standing as an exempted company under the laws of the State of Delaware, (ii) it Cayman Islands and has all requisite corporate power and authority to enter into carry on its business as presently conducted and perform this Agreement as proposed to be conducted. 4.2 The Subscription Shares have been duly authorized and, when allotted, issued and delivered to consummate the transactions contemplated hereby and to issue Subscriber against full payment of the Class A Common Stock Subscription Price in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by Pubco A&R Subscription Agreement, will be validly issued, fully paid and the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) non-assessable and will not have been duly authorized by all necessary corporate action on the part of Pubcoissued in violation of, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be or subject to any Takeover Lawspreemptive or similar rights created under PubCo’s organizational documents or under the laws of the Cayman Islands. 4.3 This A&R Subscription Agreement, (iv) this Agreement constitutes a legalwhen executed and delivered by PubCo, shall constitute the valid and legally binding obligation of Pubco PubCo, enforceable against Pubco PubCo in accordance with its terms, terms except (i) as enforcement may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar other laws of general application relating to or limiting affecting the enforcement of creditors’ rights generally, and (vii) as limited by laws or principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. 4.4 The execution, delivery and performance of this A&R Subscription Agreement by Pubco PubCo and the consummation by Pubco of the transactions contemplated hereby by this A&R Subscription Agreement by PubCo will not (A) result in a any violation of the certificate of incorporation of Pubco or the bylaws of Pubco or (B) conflict with, or constitute a default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or an event that with notice decree to which it is a party or lapse of time or both would become a defaultby which it is bound, (iii) under, or give to others under any rights of termination, amendment, acceleration or cancellation of, any agreementnote, indenture or instrument mortgage to which Pubco it is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco party or by which it is bound, (iv) under any property lease, agreement, contract or asset of Pubco purchase order to which it is a party or by which it is bound or affected(v) of any provision of federal or state statute, except with respect rule or regulation applicable to PubCo, in each case (other than clause (Bi)) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that which would not reasonably be expected to have a material adverse effect on Pubco PubCo or its businessability to consummate the transactions contemplated by this A&R Subscription Agreement. 4.5 Assuming the accuracy of the representations and warranties made by the Subscriber in this A&R Subscription Agreement, 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 PubCo in connection with the consummation of the transactions contemplated by this A&R Subscription Agreement, except for: (i) filings pursuant to applicable securities laws; (ii) filings required to consummate the Business Combination Closing as contemplated under the Business Combination Agreement; and (iii) where the failure to obtain of which would not reasonably likely have a material adverse effect on PubCo or its ability to consummate the transactions contemplated by this A&R Subscription Agreement. 4.6 As of the date of this A&R Subscription Agreement, the authorized share capital of PubCo is US$50,000 consisting of 50,000 shares of a par value of US$1.00 each, one share of which is issued and outstanding. 4.7 Neither PubCo nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Subscription Shares. 4.8 PubCo has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial condition advisor or results other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this A&R Subscription Agreement for which the Subscriber could become liable (it being understood that the Subscriber will effectively bear its pro rata share of operationsany such expense indirectly as a result of its investment in PubCo). Other than Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Cantor Xxxxxxxxxx & Co. (the “Placement Agents”), PubCo is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Shares.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco PubCo represents and warrants that to the Pre-IPO Holders that, as of the date of this Agreement and as of the Effective Time: (ia) it PubCo is a corporation duly incorporated and is incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) it Delaware and has all requisite corporate power and authority all material governmental licenses, authorizations, permits, consents and approvals required to enter into carry on its business as it is currently being conducted and perform as contemplated, and the execution, delivery and performance by PubCo of this Agreement and the consummation of the transactions contemplated hereby, including the sale and issuance of the Non-Economic Common Stock hereby, has been duly authorized by all necessary corporate and other action by PubCo. (b) PubCo has the requisite power, authority and legal right to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. (c) This Agreement has been (or when executed will be) duly executed and to issue delivered by PubCo and constitutes (or when executed will constitute) the Class A Common Stock legal, valid and binding obligation of PubCo, enforceable against PubCo in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) an implied covenant of good faith and fair dealing. (d) Neither the execution, delivery and performance by PubCo of this Agreement, nor the consummation by such party of the transactions contemplated hereby, nor compliance by PubCo with the terms and provisions hereof, will, directly or indirectly (with or without notice or lapse of time or both), (i) contravene or conflict with, or result in a breach or termination of, or constitute a default under (or with notice or lapse of time or both, result in the breach or termination of or constitute a default under) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, or any other organizational documents of PubCo, (ii) constitute a violation by PubCo of any existing requirement of law applicable to PubCo or any of its properties, rights or assets or (iii) require the consent or approval of any party, except, in the case of clauses (ii) and (iii), as would not reasonably be expected to result in, individually or in the aggregate, a material and adverse effect on the ability of PubCo to consummate the transactions contemplated by this Agreement. (e) At the Effective Time, the shares of Non-Economic Common Stock, when issued to the Pre-IPO Holders shall be (i) validly issued, and (ii) duly authorized, fully paid and nonassessable, free and clear of any and all Liens, or preemptive or other similar rights, except for any restrictions set forth in the organizational documents of PubCo and transfer restrictions under applicable securities laws. (f) No notice to, registration, qualification, designation, declaration of, or filing by PubCo with, or the consent of, or any action by any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign is required on the part of PubCo in connection with the execution and delivery of this Agreement by Pubco and or the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, including, without limitation, the offer, issuance, sale, and delivery of the shares of Non-Economic Common Stock, except for the filings as may be required after issuance of the Non-Economic Common Stock under applicable provisions of United States federal securities laws and as may be required under applicable state securities laws, each of which will be filed timely within the applicable periods therefor. (g) Subject to the fullest extent filings described in clause (f) above, the offer and sale of each of Pubco’s Board of Directors’ power and authority and the Non-Economic Common Stock to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco enforceable against Pubco Pre-IPO Holders in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallythe terms and conditions of, and (v) the executionas contemplated by, delivery and performance of this Agreement by Pubco will be exempt from the registration under the Securities Act and the consummation by Pubco will be exempt from registration and qualification of the transactions contemplated hereby will not (A) result in a violation securities laws of the certificate of incorporation of Pubco or the bylaws of Pubco or (B) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree all other applicable to Pubco or by which any property or asset of Pubco is bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not reasonably be expected to have a material adverse effect on Pubco or its business, financial condition or results of operationsjurisdictions.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco PubCo represents and warrants that (i) it to the Subscriber, the SPAC and the Placement Agents as follows: 4.1 PubCo is a corporation an exempted company duly incorporated and is validly existing and in good standing as an exempted company under the laws of the State of Delaware, (ii) it Cayman Islands and has all requisite corporate power and authority to enter into carry on its business as presently conducted and perform this Agreement as proposed to be conducted. 4.2 The Subscription Shares have been duly authorized and, when allotted, issued and delivered to consummate the transactions contemplated hereby and to issue Subscriber against full payment of the Class A Common Stock Subscription Price in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by Pubco Subscription Agreement, will be validly issued, fully paid and the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) non-assessable and will not have been duly authorized by all necessary corporate action on the part of Pubcoissued in violation of, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be or subject to any Takeover Lawspreemptive or similar rights created under PubCo’s organizational documents or under the laws of the Cayman Islands. 4.3 This Subscription Agreement, (iv) this Agreement constitutes a legalwhen executed and delivered by PubCo, shall constitute the valid and legally binding obligation of Pubco PubCo, enforceable against Pubco PubCo in accordance with its terms, terms except (i) as enforcement may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar other laws of general application relating to or limiting affecting the enforcement of creditors’ rights generally, and (vii) as limited by laws or principles of equity relating to the availability of specific performance, injunctive relief, or other equitable remedies. 4.4 The execution, delivery and performance of this Subscription Agreement by Pubco PubCo and the consummation by Pubco of the transactions contemplated hereby by this Subscription Agreement by PubCo will not (A) result in a any violation of the certificate of incorporation of Pubco or the bylaws of Pubco or (B) conflict with, or constitute a default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or an event that with notice decree to which it is a party or lapse of time or both would become a defaultby which it is bound, (iii) under, or give to others under any rights of termination, amendment, acceleration or cancellation of, any agreementnote, indenture or instrument mortgage to which Pubco it is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco party or by which it is bound, (iv) under any property lease, agreement, contract or asset of Pubco purchase order to which it is a party or by which it is bound or affected(v) of any provision of federal or state statute, except with respect rule or regulation applicable to PubCo, in each case (other than clause (Bi)) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that which would not reasonably be expected to have a material adverse effect on Pubco PubCo or its businessability to consummate the transactions contemplated by this Subscription Agreement. 4.5 Assuming the accuracy of the representations and warranties made by the Subscriber in this Subscription Agreement, 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 PubCo in connection with the consummation of the transactions contemplated by this Subscription Agreement, except for: (i) filings pursuant to applicable securities laws; (ii) filings required to consummate the Business Combination Closing as contemplated under the Business Combination Agreement; and (iii) where the failure to obtain of which would not reasonably likely have a material adverse effect on PubCo or its ability to consummate the transactions contemplated by this Subscription Agreement. 4.6 As of the date of this Subscription Agreement, the authorized share capital of PubCo is US$50,000 consisting of 50,000 shares of a par value of US$1.00 each, one share of which is issued and outstanding. 4.7 Neither PubCo nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Subscription Shares. 4.8 PubCo has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial condition advisor or results other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the Subscriber could become liable (it being understood that the Subscriber will effectively bear its pro rata share of operationsany such expense indirectly as a result of its investment in PubCo). Other than Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Cantor Xxxxxxxxxx & Co. (the “Placement Agents”), PubCo is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Shares.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco hereby represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws to each of the State of Delaware, Stockholders as follows: (iia) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the The execution and delivery by Pubco of this Agreement by Pubco does not, and the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by Pubco will not, subject to receiving the Pubco Requisite Stockholder Approval and the consummation approval by Pubco as the sole stockholder of Merger Sub I and as the transactions contemplated hereby will not sole member of Merger Sub II, (Ai) conflict with or violate the Pubco Organizational Documents or the Merger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in the Merger Agreement have been obtained and all filings and obligations described in the Merger Agreement have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to each of Pubco, Merger Sub I or Merger Sub II or by which any of their property or assets is bound or affected, or (iii) result in a violation of the certificate of incorporation of Pubco or the bylaws of Pubco or (B) conflict withany breach of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election result in the form creation of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco or by which Lien on any property or asset of Pubco each of Pubco, Merger Sub I or Merger Sub II pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Pubco, Merger Sub I or Merger Sub II is a party or by which each of Pubco, Merger Sub I or Merger Sub II or any of their property or assets is bound or affected, except except, with respect to clause clauses (Bii) or and (C) iii), for any such conflicts, defaultsviolations, accelerationsbreaches, terminations, cancellations defaults or violations other occurrences that would not reasonably be expected to have a material adverse effect Pubco Material Adverse Effect. (b) Pubco has all the necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receiving the Pubco Requisite Stockholder Approval and approval by Pubco as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II, to consummate the transactions contemplated hereby. The execution and delivery by Pubco of this Agreement, the performance by Pubco of its obligations hereunder and the consummation of Pubco of the Transactions, have been duly and validly authorized by all necessary corporate action, and no other corporate actions on the part of Pubco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than (i) with respect to the Mergers, the Pubco Requisite Stockholder Approval and the approval by Pubco as the sole stockholder of Merger Sub Common Stock and as the sole member of Merger Sub II, and the filing and recordation of appropriate merger documents as required by the DGCL and/or the DLLCA, and (ii) with respect to the issuance of Pubco Shares and Pubco Non-Voting Shares, and the Pubco Requisite Stockholder Approval and the filing and effectiveness of the Pubco Effective Time Certificate). This Agreement has been duly and validly executed and delivered by Pubco, and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Pubco, enforceable against Pubco, in accordance with its businessterms subject to the Remedies Exceptions. (c) Pubco has, financial condition or results jointly with Xxxxxx, delivered to each of operationsthe Stockholders a true, correct and complete copy of the execution version of each of the Merger Agreement, the Registration Rights Agreement and the Registration Rights Agreement Joinder, in each case, including all schedules, exhibits and annexes thereto.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants that to the Sellers that: (ia) it Pubco is a corporation duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, (ii) it Delaware and has all requisite corporate power and authority all material governmental licenses, authorizations, permits, consents and approvals required to enter into carry on its business as it is currently being conducted, and perform the execution, delivery and performance by Pubco of this Agreement has been duly authorized by all necessary action. (b) Pubco has the requisite power, authority and legal right to execute and deliver this Agreement, and to consummate the transactions contemplated hereby hereby. (c) This Agreement has been (or when executed will be) duly executed and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement delivered by Pubco and constitutes the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco such party, enforceable against Pubco such party in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or moratorium and other similar laws relating to or limiting affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (vc) an implied covenant of good faith and fair dealing. (d) Neither the execution, delivery and performance by Pubco of this Agreement by Pubco and Agreement, nor the consummation by Pubco such party of the transactions contemplated hereby will not hereby, nor compliance by Pubco with the terms and provisions hereof, will, directly or indirectly (Awith or without notice or lapse of time or both), (i) contravene or conflict with, or result in a violation of the certificate of incorporation of Pubco breach or the bylaws of Pubco or (B) conflict withtermination of, or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreementboth, result in the breach or termination of or constitute a default under) the organizational documents of Pubco, (ii) constitute a violation by Pubco of any law, rule, regulation, order, judgment or decree existing requirement of law applicable to Pubco or by which any property of its properties, rights or asset of Pubco is bound or affected, except with respect to clause (B) assets or (Ciii) for require the consent or approval of any conflictsparty, defaultsexcept, accelerationsin the case of clauses (ii) and (iii), terminations, cancellations or violations that as would not reasonably be expected to have result in, individually or in the aggregate, a material adverse effect on the ability of Pubco or its business, financial condition or results of operationsto consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PUBCO. As of the Agreement Date, Pubco represents and warrants on its behalf, and on behalf of Subco, to and in favour of MJIC as follows, and acknowledges that MJIC is relying upon such representations and warranties in connection with the completion of the transactions contemplated herein. For purposes of this Article 3, “Pubco’s knowledge”, “the knowledge of Pubco” and any similar phrase shall mean the actual or constructive knowledge of any officer or director of Pubco after due inquiry: (a) Organization, Standing, Corporate Power, Authority and Non-Contravention. (i) it Each of Pubco and Subco is a corporation duly incorporated and is validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation. In each case, (ii) it each such entity has all requisite corporate power and authority and is duly qualified and holds all material permits, licences, registrations, qualifications, consents and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate the Pubco Assets, and neither Pubco nor, to the knowledge of Pubco, any other Person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing the dissolution or winding up of Pubco or Subco, and Pubco and Subco have all requisite corporate power and authority to enter into and perform this Agreement and to consummate carry out their obligations hereunder; (ii) the transactions contemplated hereby authorized capital of Pubco consists of an unlimited number of Pubco Common Shares, of which, as the date hereof (A) 2,469,998 Pubco Common Shares, and (B), USD$1,000,000 principal amount Pubco Convertible Notes are issued and outstanding; and, as of the Effective Time, after giving effect to issue the Class A Consolidation, Pubco shall have (C) 16,851,748 Pubco Common Stock in accordance with the terms hereofShares issued and outstanding, (D) 15,000,000 Pubco Warrants issued and outstanding; and there shall be no other issued and outstanding securities of Pubco; (iii) the authorized capital of Subco consists of 100 Subco Shares, of which one (1) Subco Share is issued and outstanding as a fully paid and non-assessable share in the capital of Subco, and, as of Closing, no warrants, stock options or other convertible securities of Subco are issued and outstanding; (iv) Pubco is a “reporting issuer”, as that term is defined under Applicable Securities Laws in British Columbia, Alberta and Ontario, and is not in default of the requirements of the Applicable Securities Laws in such jurisdictions; (v) Pubco is in compliance in all material respects with all of the policies and rules of the TSXV and the CSE, as and when applicable; (vi) Pubco has filed all forms, reports, documents and information required to be filed by it, whether pursuant to Applicable Securities Laws or otherwise, with the applicable securities commissions (the “Disclosure Documents”) and Pubco does not have any confidential filings with any applicable securities commissions; and, as of the time the Disclosure Documents were filed with the applicable securities commissions and on SEDAR (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each of the Disclosure Documents complies in all material respects with the requirements of the Applicable Securities Laws in the jurisdictions where they were filed; and (B) none of the Disclosure Documents contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) other than Subco, Pubco has no direct or indirect subsidiaries nor any investment in any Person or any agreement, option or commitment to acquire any such investment; and all of the issued and outstanding securities of Subco (being one (1) Subco Share) are held by Pubco; (viii) Pubco has been conducting its business in compliance in all material respects with all Applicable Laws and regulations of each jurisdiction in which it carries on business and has not received a notice of non- compliance, and, to the knowledge of Pubco, there are no facts that would give rise to a notice of noncompliance with any such laws and regulations; (ix) no consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Government Agency is required by or with respect to Pubco in connection with the execution and delivery of this Agreement by Pubco and the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by Pubco and its obligations hereunder or the consummation by Pubco of the transactions contemplated hereby will not other than: (A) result in a violation the approval of the certificate Merger as a Fundamental Change of incorporation of Pubco or the bylaws of Pubco or (B) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco or by which any property or asset of Pubco is bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not reasonably be expected to have a material adverse effect on Pubco or its business, financial condition or results of operations.Pubco;

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco PubCo represents and warrants that (i) it is a corporation duly incorporated and is existing to and in good standing favour of Inner Spirit as follows and acknowledges that Inner Spirit is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) PubCo is duly incorporated, amalgamated or formed, is validly subsisting under the laws of its jurisdiction of incorporation, amalgamation or formation and has the State requisite corporate power and capacity to carry on its business as it is now being conducted. PubCo is duly registered to do business and is in good standing in each jurisdiction in which the character of Delawareits properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on PubCo. Copies of the constating documents of PubCo provided to Inner Spirit, together with all amendments to date, are accurate and complete as of the date hereof and have not been amended or superseded; (iib) it PubCo has all the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby perform and to issue the Class A Common Stock in accordance with the terms hereof, (iii) carry out its obligations hereunder; the execution and delivery of this Agreement by Pubco PubCo and the consummation by it PubCo of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary PubCo's board of directors and no other corporate action proceedings on the part of Pubco, including all actions PubCo are or will be necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to authorize this Agreement and the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) ; this Agreement has been duly executed and delivered by PubCo and constitutes a the legal, valid and binding obligation of Pubco thereof enforceable against Pubco PubCo in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or similar moratorium and other laws relating to or limiting affecting creditors’ ' rights generally, generally and to general principles of equity; (vc) neither the execution, execution and delivery and performance of this Agreement by Pubco and PubCo, the issuance of the Amalco Common Shares pursuant to the Amalgamation, the consummation by Pubco PubCo of the transactions contemplated hereby will not nor compliance by PubCo with any of the provisions hereof will: (Ai) violate, conflict with, or result in a violation breach of the certificate of incorporation of Pubco any provision of, require any consent, approval or the bylaws of Pubco or (B) conflict withnotice under, or constitute a default (or an event that which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in a creation of any Lien upon any of the properties or assets of PubCo or any of its subsidiaries under, any of the terms, conditions or provisions of (A) the articles or bylaws or other constating documents of PubCo, or (B) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which PubCo is a party or to which its properties or assets, may be subject or by which PubCo is bound; or (ii) subject to compliance with applicable Laws, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to PubCo (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any consents, approvals or notices which if not given or received, would not reasonably be expected to have any Material Adverse Effect on PubCo and would not have a material adverse effect on the ability of PubCo and Inner Spirit to consummate the transactions contemplated hereby); or (iii) cause a suspension or revocation of any authorization for the consent, approval or license currently in effect which would have a Material Adverse Effect on PubCo; (d) other than in connection with or in compliance with the provisions of applicable Laws: (i) there is no legal impediment to PubCo's consummation of the transactions contemplated by this Agreement and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by PubCo in connection with the consummation of the Amalgamation, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect on PubCo and would not have a Material Adverse Effect on the ability of PubCo and Inner Spirit to consummate the transactions contemplated hereby; (e) PubCo has authorized share capital of an unlimited number of PubCo Shares and as at the Agreement Date, PubCo had issued and outstanding 1,500,000 PubCo Shares, and except as aforesaid and for the PubCo Compensation Options anticipated to be issued, there are no outstanding shares of PubCo or options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by PubCo of any shares of PubCo (including PubCo Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of PubCo, nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or other attributes of PubCo; and all outstanding PubCo Shares have been duly authorized and are validly issued, as fully paid and non- assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights; (f) PubCo has made all filings required under applicable Laws with the applicable regulatory authorities, all such filings have been made in a timely manner, and all such filings and information and statements contained therein and any other information or statements disseminated to the public by PubCo, were true, correct and complete in all material respects and did not contain any misrepresentation, as at the date of such information or statements, and PubCo has not filed any confidential material change reports which continue to be confidential; (g) PubCo does not have any subsidiaries; (h) since incorporation: (i) there has been no Material Adverse Change in respect of PubCo; (ii) PubCo has conducted its business only in the ordinary and normal course; and (iii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to PubCo has been incurred other than in the ordinary and normal course of business; (i) the data and information in respect of PubCo and its subsidiaries and their assets, liabilities, business and operations (taken as a whole) provided by PubCo or its Representatives to Inner Spirit or its Representatives was and is accurate and correct in all material respects as at the respective dates thereof and, in respect of any information provided or requested, did not knowingly omit any material data or information necessary to make any data or information provided not misleading as at the respective dates thereof; (j) there are no actions, suits, proceedings or inquiries, including, to the knowledge of PubCo, pending or threatened against or affecting PubCo, at law or in equity, or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which would have a Material Adverse Effect on PubCo, or may have a Material Adverse Effect on PubCo or have a Material Adverse Effect on the ability of Inner Spirit and PubCo to consummate the transactions contemplated hereby; (k) the PubCo Financial Statements fairly present, in accordance with IFRS, consistently applied (except as specifically provided in the notes to such statements), the financial position and condition of PubCo and its subsidiaries, on a consolidated basis, at the dates thereof and the results of the operations of PubCo and its subsidiaries, on a consolidated basis, for the periods then ended and reflect all material assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of PubCo and its subsidiaries on a consolidated basis as at the dates thereof; (l) no securities commission or similar regulatory authority, or stock exchange in Canada has issued any order which is currently outstanding preventing or suspending trading in any securities of PubCo, no such proceeding is, to the knowledge of PubCo, pending, contemplated or threatened and PubCo is not in default of any requirement of any securities laws, rules or policies applicable to PubCo or its securities; (m) the board of directors of PubCo have reserved and allotted a sufficient number of Amalco Common Shares as are issuable pursuant to the Amalgamation and subject to the terms and conditions of the Transaction such Amalco Common Shares will be validly issued as fully paid and non-assessable to previous holders of Inner Spirit Shares pursuant to the Amalgamation; (n) the minute books, books of account and other records of PubCo (whether of a financial or accounting nature or otherwise) have been maintained in accordance with, in all material respects, all applicable statutory requirements and prudent business practice and are complete and accurate in all material respects; (o) Burstall Winger Xxxxxx LLP, at its principal office in Calgary, Alberta is the duly appointed registrar and transfer agent of PubCo with respect to the PubCo Shares; (p) PubCo is not a "reporting issuer" under applicable Laws of any jurisdiction, nor are any of its outstanding securities listed on any stock exchange; (q) to the knowledge of PubCo, PubCo has not withheld from Inner Spirit any material information or documents concerning PubCo or its assets or liabilities during the course of Inner Spirit's review of PubCo and its assets; (r) to the best of the knowledge of PubCo, it is not in default of the performance of any term or obligation to be performed by it under any contract to which PubCo is a party or by which it is bound which is material to the business of PubCo and no event has occurred which with notice or lapse of time or both would become directly or indirectly constitute such a default) under, in any such case which default or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco or by which any property or asset of Pubco is bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that event would not reasonably be expected to have a material adverse effect on Pubco the assets or its properties, business, financial condition or results of operations, prospects or condition (financial or otherwise) of PubCo; (s) PubCo has no employees; (t) PubCo does not have in effect any bonus plan, commission plan, profit sharing plan, pension plan, royalty plan or arrangement, defined benefit plan or employee benefit plan for the benefit of any of its employees, officers, directors or shareholders, and has made no agreements or promises with respect to any such plans; (u) PubCo has not retained any financial advisor, broker, agent or finder, or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or the Amalgamation, any transaction contemplated hereby or any transaction presently ongoing or contemplated; (v) PubCo does not have in place or in effect any employment agreements or other change of control agreements which provide for a payment accruing as a result of the Amalgamation or other change of control of PubCo and PubCo does not have any consulting agreements that are not terminable on more than 30 days written notice; (w) there are no accrued bonuses payable to any officers, directors or employees of PubCo; (x) PubCo is not a party to and, prior to the Effective Date, PubCo will not implement, a shareholder rights plan or any other form of plan, agreement, contract or instrument that will trigger any rights to acquire PubCo Shares or other securities of PubCo or rights, entitlements or privileges in favour of any person upon the entering into of this Agreement or the Amalgamation; (y) no director, officer, employee, insider of PubCo or other non-arm's length party to PubCo is indebted to PubCo, except for amounts due as reimbursement for ordinary business expenses incurred within the previous 90 days; (z) as at the date hereof, other than the agreement between PubCo and the Agent in respect of the Prospectus Offering, there are no material contracts or agreements to which PubCo is a party or by which it is bound. For the purposes of this subparagraph, any contract or agreement pursuant to which PubCo will, or may reasonably be expected to, result in a requirement of PubCo to expend more than an aggregate of $50,000 or receive or be entitled to receive revenue of more than $50,000 in either case in the next 12 months, or is out of the ordinary course of business of PubCo, shall be considered to be material; (aa) PubCo is not indebted to any of its directors, officers, employees or consultants, any of its shareholders or any of their respective associates or affiliates, except for amounts due as reimbursement for ordinary business expenses incurred within the previous 90 days; (bb) PubCo is not a party to or bound by any agreement, guarantee, indemnification (other than in the ordinary course of business, to officers and directors pursuant to PubCo's by laws and standard indemnity agreements, to PubCo's bankers or pursuant to underwriting, agency or financial advisor agreements pursuant to the standard indemnity provisions in agreements of that nature) or like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any Person, except for such agreements or commitments which would not have a Material Adverse Effect on PubCo; and (cc) to the knowledge of PubCo, PubCo has not withheld from Inner Spirit any material information or documents concerning PubCo or any of its subsidiaries or their respective assets or liabilities during the course of Inner Spirit's review of PubCo and its assets. No representation or warranty contained herein and no statement contained in any schedule or other disclosure document provided or to be provided to Inner Spirit by PubCo pursuant hereto contains or will contain an untrue statement of a material fact which is necessary to make the statements herein or therein not misleading.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants that to the Blocker Equityholders that: (ia) it Pubco is a corporation duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, (ii) it Delaware and has all requisite corporate power and authority all material governmental licenses, authorizations, permits, consents and approvals required to enter into carry on its business as it is currently being conducted, and perform the execution, delivery and performance by Pubco of this Agreement has been duly authorized by all necessary action. (b) Pubco has the requisite power, authority and legal right to execute and deliver this Agreement, and to consummate the transactions contemplated hereby hereby. (c) This Agreement has been (or when executed will be) duly executed and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement delivered by Pubco and constitutes the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco such party, enforceable against Pubco such party in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or moratorium and other similar laws relating to or limiting affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (vc) an implied covenant of good faith and fair dealing. (d) Neither the execution, delivery and performance by Pubco of this Agreement by Pubco and Agreement, nor the consummation by Pubco such party of the transactions contemplated hereby will not hereby, nor compliance by Pubco with the terms and provisions hereof, will, directly or indirectly (Awith or without notice or lapse of time or both), (i) contravene or conflict with, or result in a violation of the certificate of incorporation of Pubco breach or the bylaws of Pubco or (B) conflict withtermination of, or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreementboth, result in the breach or termination of or constitute a default under) the organizational documents of Pubco, (ii) constitute a violation by Pubco of any law, rule, regulation, order, judgment or decree existing requirement of law applicable to Pubco or by which any property of its properties, rights or asset of Pubco is bound or affected, except with respect to clause (B) assets or (Ciii) for require the consent or approval of any conflictsparty, defaultsexcept, accelerationsin the case of clauses (ii) and (iii), terminations, cancellations or violations that as would not reasonably be expected to have result in, individually or in the aggregate, a material adverse effect on the ability of Pubco or its business, financial condition or results of operationsto consummate the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco hereby represents and warrants that (i) it is a corporation duly incorporated and is existing and in good standing under the laws to each of the State of Delaware, Stockholders as follows: (iia) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the The execution and delivery by Pubco of this Agreement by Pubco does not, and the consummation by it of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by Pubco will not, subject to receiving the Pubco Requisite Stockholder Approval and the consummation approval by Pubco as the sole stockholder of Merger Sub I and as the transactions contemplated hereby will not sole member of Merger Sub II, (Ai) conflict with or violate the Pubco Organizational Documents or the Merger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in the Merger Agreement have been obtained and all filings and obligations described in the Merger Agreement have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to each of Pubco, Merger Sub I or Merger Sub II or by which any of their property or assets is bound or affected, or (iii) result in a violation of the certificate of incorporation of Pubco or the bylaws of Pubco or (B) conflict withany breach of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election result in the form creation of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco or by which Lien on any property or asset of Pubco each of Pubco, Merger Sub I or Merger Sub II pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Pubco, Merger Sub I or Merger Sub II is a party or by which each of Pubco, Merger Sub I or Merger Sub II or any of their property or assets is bound or affected, except except, with respect to clause clauses (Bii) or and (C) iii), for any such conflicts, defaultsviolations, accelerationsbreaches, terminations, cancellations defaults or violations other occurrences that would not reasonably be expected to have a material adverse effect Pubco Material Adverse Effect. (b) Pubco has all the necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receiving the Pubco Requisite Stockholder Approval and approval by Pubco as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II, to consummate the transactions contemplated hereby. The execution and delivery by Pubco of this Agreement, the performance by Pubco of its obligations hereunder and the consummation of Pubco of the Transactions, have been duly and validly authorized by all necessary corporate action, and no other corporate actions on the part of Pubco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than (i) with respect to the Mergers, the Pubco Requisite Stockholder Approval and the approval by Pubco as the sole stockholder of Merger Sub Common Stock and as the sole member of Merger Sub II, and the filing and recordation of appropriate merger documents as required by the DGCL and/or the DLLCA, and (ii) with respect to the issuance of Pubco Shares and Pubco Non-Voting Shares, and the Pubco Requisite Stockholder Approval and the filing and effectiveness of the Pubco Effective Time Certificate). This Agreement has been duly and validly executed and delivered by Xxxxx, and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Pubco, enforceable against Pubco, in accordance with its businessterms subject to the Remedies Exceptions. (c) Pubco has, financial condition or results jointly with Xxxxxx, delivered to each of operationsthe Stockholders a true, correct and complete copy of the execution version of each of the Merger Agreement, the Registration Rights Agreement and the Registration Rights Agreement Joinder, in each case, including all schedules, exhibits and annexes thereto.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants that to the Notesholder that: (ia) it is a corporation Pubco has been duly incorporated as a Delaware corporation and is validly existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into into, deliver and perform its obligations under this Agreement Agreement. (b) As of the closing date of the Merger, the Securities will be duly authorized and, when issued and delivered to consummate the transactions contemplated hereby and to issue the Class A Common Stock Notesholder against full payment therefor in accordance with the terms hereofof this Agreement, the Securities will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Pubco’s certificate of incorporation, certificate of designation or bylaws (iiieach as amended) or under the General Corporation Law of the State of Delaware. (c) Notesholder acknowledges and agrees that the consummation of the Conversion is subject to and conditioned upon his compliance with all of his obligations under this Agreement and his execution and delivery to the Company and Pubco of any and all Additional Conversion Documents and his full compliance with the provisions contained therein. (d) This Agreement has been duly authorized, executed and delivered by Pubco and, assuming that this Agreement by Pubco constitutes the valid and the consummation by it binding agreement of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of PubcoNotesholder, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a legal, valid and binding obligation agreement of Pubco and is enforceable against Pubco in accordance with its terms, except as enforcement may be limited or otherwise affected by equitable principles or by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium or similar other laws relating to or limiting creditors’ affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (e) The issuance and (v) sale of the execution, delivery Securities and performance the compliance by Pubco with all of the provisions of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby herein will not (A) conflict with or result in a breach or violation of any of the certificate of incorporation of Pubco terms or the bylaws of Pubco or (B) conflict withprovisions of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Pubco or any of its subsidiaries pursuant to others the terms of (i) any rights indenture, mortgage, deed of terminationtrust, amendment, acceleration or cancellation of, any loan agreement, indenture lease, license or other agreement or instrument to which Pubco or any of its subsidiaries is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any law, rule, regulation, order, judgment or decree applicable to Pubco party or by which Pubco or any of its subsidiaries is bound or to which any of the property or asset assets of Pubco is bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations subject that would not reasonably be expected to have a material adverse effect on Pubco or its the business, properties, financial condition condition, stockholders’ equity, or results of operationsoperations of Pubco and its subsidiaries, taken as a whole or materially affect the validity of the Securities or the legal authority of Pubco to enter into and perform its obligations under this Agreement (a “Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of Pubco; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Pubco or any of its properties that would reasonably be expected to have a Material Adverse Effect. (f) Assuming the accuracy of the representations and warranties of the Notesholder set forth herein, 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 issuance of the Securities pursuant to this Agreement, other than (i) filings with the U.S. Securities and Exchange Commission (the “SEC”); (ii) any consent required by the rules of the NYSE, including with respect to obtaining approval of Pubco’s stockholders, (iii) consents, waivers, authorizations, orders, notices or filings, required to consummate the Transaction as provided under the Merger Agreement and (iv) consents, waivers, authorizations, orders, notices or filings, the failure of which to obtain or make, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Pubco is not, and immediately after receipt of payment for the Securities, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (h) Pubco made available to the Notesholder (including via the SEC’s XXXXX system) a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by Pubco with the SEC prior to the date of this Agreement (the “SEC Documents”), which SEC Documents, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as described in (i) Note 9 to Pubco’s financial statements included in Pubco’s Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on May 25, 2021 and (ii) the introduction of Amendment No. 1 to Pubco’s Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on February 7, 2022, the financial statements of Pubco included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of Pubco as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Documents is available to the Notesholder via the SEC’s XXXXX system. There are no outstanding or unresolved comments in comment letters received by Pubco from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Documents. (i) Pubco is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. Pubco has not received any written communication from a governmental authority that alleges that 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) As of the date hereof, the issued and outstanding shares of Class A common stock of Pubco (“Class A Shares”) are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on the NYSE under the symbol “TLGA” (it being understood that the trading symbol will be changed in connection with the Transaction). Except as disclosed in the SEC Documents, as of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of Pubco, threatened against Pubco by the NYSE or the SEC, respectively, to prohibit or terminate the listing of Class A Shares of Pubco on the NYSE or to deregister the Class A Shares under the Exchange Act. Pubco has taken no action that is designed to terminate the registration of the Class A Shares of Pubco under the Exchange Act. (k) Assuming the accuracy of the Notesholder’s representations and warranties set forth in Section 2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by Pubco to the Notesholder. (l) Neither Pubco nor any person acting on its behalf has offered or sold the Securities by any form of general solicitation or general advertising and the Securities are not being offered in a manner involving a public offering under, or in a distribution in violation of the Securities Act or any state securities laws. (m) Pubco is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Securities to the Notesholder. (n) As of the date hereof, the authorized capital stock of Pubco is (i) 200,000,000 Class A Shares, 7,948,405 of which are issued and outstanding as of the date of this Agreement, (ii) 20,000,000 shares of Class F common stock (“Class F Shares”), 5,000,000 of which are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 shares of preferred stock of par value $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement. As of the date hereof (i) 6,666,667 warrants to purchase 6,666,667 Class A Shares (the “Private Placement Warrants”) are outstanding, and (ii) 13,333,333 warrants to purchase 13,333,333 Class A Shares (the “Public Warrants” and, together with the Private Placement Warrant, the “Warrants”) are outstanding. As of or prior to the Closing, TLG Acquisition Founder LLC will forfeit 3,270,652 Class F Shares (such that there will be 1,729,348 Class F Shares outstanding at that time) and 4,666,667 Private Placement Warrants (such that there will be 2,000,000 Private Placement Warrants outstanding at that time excluding the Private Placement Warrants to be issued in connection with the conversion of certain amounts of the working capital loan from TLG Acquisition Founder LLC). All (A) issued and outstanding Class A Shares and Class F Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights, and (B) outstanding Warrants are validly issued, are fully paid, and are legally binding obligations of Pubco enforceable against Pubco in accordance with their terms (except (i) as may be limited by bankruptcy, insolvency, reorganization or similar laws’ affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and are not subject to preemptive rights. Except as set forth in Pubco’s organizational documents, there are no outstanding contractual obligations of Pubco to repurchase, redeem or otherwise acquire any Class A Shares or any other capital stock of Pubco. (o) Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of Pubco, threatened against Pubco or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Pubco.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants warrants, as of the date of this Agreement and as of the Closing and with the intent that the Stockholders and Roots will rely thereon in entering into this Agreement and in closing the transactions contemplated hereby, that: (ia) it Pubco is a corporation duly incorporated and is incorporated, validly existing and in good standing under the laws of the State state of DelawareNevada; (b) as of the date of this Agreement, the authorized capital of Pubco consists of 500,000,000 shares of common stock, each without par value, of which a total of 82,527,934 common shares have been validly issued, are outstanding and are fully paid and non-assessable, and 10,000,000 Preferred Shares, each with a par value of $0.001, of which a total of 1,000,000 preferred shares have been issued, are outstanding and are fully paid and non-assessable. Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding; (iic) there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Pubco may vote; (d) except for this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Pubco is a party or by which it has all requisite corporate power and authority is bound obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Pubco or obligating Pubco to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; (e) at the date of this agreement, the outstanding indebtedness of Pubco is as set forth on Schedule G hereto. Except as set forth on Schedule G hereto or as set forth in this Agreement, there are no outstanding contractual obligations, commitments, understandings or arrangements of Pubco to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Pubco; (f) there are no agreements or arrangements pursuant to which Pubco is or could be required to register shares of its common stock or other securities under the 1933 Act, or other agreements or arrangements with any security holders of Pubco with respect to securities of Pubco; (g) Pubco has the power, authority and perform this Agreement and capacity to consummate carry on the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, business presently conducted by it; (iiih) the execution and delivery of this Agreement by Pubco and the consummation by it completion of the transactions contemplated hereby (including the issuance of the Class A Common Stock) have been duly and validly authorized by all necessary corporate action on the part of Pubco, including all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of each of Pubco’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any Takeover Laws, (iv) this Agreement constitutes a the legal, valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, terms except as enforcement may be limited by equitable principles laws of general application affecting the rights of creditors; (i) Pubco is duly registered to carry on business in all jurisdictions in which Pubco carries on business except where the failure to so register would not have a Material Adverse Effect on Pubco; (j) the corporate records of Pubco, as required to be maintained by it under its statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Pubco have been promptly and properly recorded in its books or filed with its records; (k) with the exception of the transactions contemplated by bankruptcyor in this Agreement, insolvencyincluding, reorganizationby way of example and not in limitation, moratoriumthe matters addressed in Sections 6.7 , 7.2(b) and 7.2(c) of this Agreement, no party has any agreement, right or option, consensual or arising by law, present or future, contingent or absolute, or similar laws relating capable of becoming an agreement, right or option: (i) to require Pubco to issue or limiting creditors’ rights generallyallot any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of Pubco; (ii) to require Pubco to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; or (viii) to purchase or otherwise acquire any shares in the capital of Pubco; (l) the execution, delivery and performance making of this Agreement by Pubco and the consummation by Pubco completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof will not not: (Ai) conflict with or result in a violation breach of or violate any of the certificate terms, conditions, or provisions of incorporation the constating documents of Pubco or the bylaws of Pubco or Pubco; (Bii) conflict withwith or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Pubco is subject, or constitute or result in a default by Pubco under any agreement, contract or commitment to which Pubco is a party; (iii) give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respect to any understanding, agreement, contract, or commitment, written, oral or implied, to which Pubco is a party; (iv) give to any government or governmental authority, including any governmental department, commission, bureau, board, or administrative agency, any right of termination, cancellation, or suspension of, or constitute a breach of or result in a default under, any permit, license, control, or authority issued to Pubco and which is necessary or desirable in connection with the conduct and operation of the business currently conducted by Pubco; (v) constitute an event of default by Pubco or an event that which, with the giving of notice or lapse of time or both both, might constitute an event of default or non-observance under any agreement, contract, indenture or other instrument relating to any indebtedness of Pubco which would become give any party the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture, or other instrument; so as to have a defaultMaterial Adverse Effect on Pubco; (m) except as may have been disclosed by Pubco from time to time in any filing with the SEC, Pubco has no material indebtedness; (n) except as may have been disclosed by Pubco from time to time in any filing with the SEC, the business of Pubco as currently carried on by it complies with all applicable laws, judgments, decrees, orders, injunctions, rules, statutes and regulations of all courts, arbitrators or governmental authorities, except where the failure to comply would not have a Material Adverse Effect on Pubco; (o) except as may have been disclosed by Pubco from time to time in any filing with the SEC or in this Section 5.3(o), there are no actions, suits, judgments, investigations or proceedings outstanding or pending, threatened against or affecting Pubco, or its business, assets or property, at law or in equity, before or by any domestic or foreign: (i) court, (ii) federal, provincial, state, municipal or other governmental authority, or (iii) department, commission, board, tribunal, bureau or agency, and Pubco is not a party to or threatened with any litigation which in either case would have a Material Adverse Effect on Pubco. (p) except as may have been disclosed by Pubco from time to time in any filing with the SEC, Pubco is not: (i) in breach of any of the terms, covenants, conditions, or provisions of, or in default under, and has not done or give omitted to others do anything which, with the giving of notice or lapse of time or both, would constitute a breach of or a default under any rights material contract to which it is a party; (ii) in violation of, nor are any present uses by Pubco of termination, amendment, acceleration any of its assets in violation of or cancellation contravention of, any agreement, indenture or instrument to which Pubco is a party, or (C) based on the representations to be made by each Member pursuant to the written election in the form of Exhibit A attached hereto in connection with Exchanges made pursuant to the terms of the Agreement, result in a violation of any applicable law, rule, regulationstatute, order, judgment rule or decree applicable to Pubco regulation; (iii) in breach or default under any judgment, injunction or other order or aware of any judicial, administration, governmental, or other authority or arbitrator by which any property or asset of Pubco is bound or affectedto which Pubco or any of its assets are subject; except where such breach or violation would not have a Material Adverse Effect; (q) except as may have been disclosed by Pubco from time to time in any filing with the SEC, Pubco is not aware of any infringement by Pubco of any registered patent, trade-xxxx or copyright; and (r) there are no brokerage, finder's or similar fees paid or payable by or on behalf of Pubco in connection with the transactions contemplated herein; (s) since September 30, 2006, the date of its most recent financial statements, and except as may have been disclosed in any filing with the SEC, Pubco has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to clause Pubco; (Bii) any condition, event or (C) for any conflicts, defaults, accelerations, terminations, cancellations occurrence which individually or violations that would not in the aggregate could reasonably be expected to have a material adverse effect on or give rise to a material adverse change with respect to Pubco; or (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement. (t) Pubco is not a party to any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which Pubco currently has an obligation to provide benefits to any current or former employee, officer or director of Pubco (collectively, "Benefit Plans"). (u) Pubco is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of Pubco of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Internal Revenue Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered; and (v) Pubco has not filed any tax returns and, to its knowledge and without independent inquiry, it does not owe any taxes. No material claim for unpaid taxes has been made or become a lien against the property of Pubco or its businessis being asserted against Pubco, financial condition no audit of any tax return of Pubco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any taxes has been granted by Pubco and is currently in effect. As used herein, "taxes" shall mean all taxes of any kind, including, without limitation, those on or results measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of operationsany kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "tax return" shall mean any return, report, or statement required to be filed with any governmental authority with respect to taxes.