Common use of REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB. Except as set forth in (a) the disclosure schedules delivered by SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), or (b) the SEC Reports that are available on the SEC’s website through XXXXX, but excluding information set forth exclusively in any Exhibits to such SEC reports and disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements (provided that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 3.1, Section 3.2 or Section 3.5), SPAC and Merger Sub (the “SPAC Parties”) represent and warrant to the Company, as of the date hereof, as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB. Except as set forth in (a) the SPAC SEC Reports or SPAC’s disclosure schedules schedule delivered by SPAC to the Company on the date hereof in connection with this Agreement (the “SPAC Disclosure SchedulesSchedule”), or ) (b) to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports that are available on the SEC’s website through XXXXXReports, but excluding information set forth exclusively in any Exhibits to such SEC reports and disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements statements) (provided it being acknowledged that nothing disclosed in such a SPAC SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 3.15.01 (Corporate Organization), Section 3.2 or 5.03 (Capitalization) and Section 3.55.04 (Authority Relative to This Agreement)) and assuming the truth and correctness of the representations and warranties of the Company set forth in Article IV solely with respect to Holdings, SPAC hereby represents and Merger Sub (the “SPAC Parties”) represent and warrant warrants to the Company, as of the date hereof, Company and Holdings as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB. Except as set forth in (a) the SPAC SEC Reports or SPAC’s disclosure schedules schedule delivered by SPAC to the Company on the date hereof in connection with this Agreement (the “SPAC Disclosure SchedulesSchedule”), or ) (b) to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports that are available on the SEC’s website through XXXXXReports, but excluding information set forth exclusively in any Exhibits to such SEC reports and disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements statements) (provided it being acknowledged that nothing disclosed in such a SPAC SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 3.15.01 (Corporate Organization), Section 3.2 or 5.03 (Capitalization) and Section 3.55.04 (Authority Relative to This Agreement)), SPAC hereby represents and Merger Sub (the “SPAC Parties”) represent and warrant warrants to the Company, as of the date hereof, Company as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB. Except as set forth in (ai) the on SPAC’s disclosure schedules schedule delivered by SPAC to the Company on the date hereof in connection with this Agreement (the “SPAC Disclosure SchedulesSchedule”), ) or (bii) in the SPAC SEC Reports that are available on (to the SEC’s website through XXXXXextent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports, but excluding information set forth exclusively in any Exhibits to such SEC reports and disclosures referred to in “Forward-Looking Statements,” ”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements statements) (provided it being acknowledged that nothing disclosed in such SPAC SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 3.15.01 (Corporate Organization), Section 3.2 or 5.03 (Capitalization) and Section 3.55.04 (Authority Relative to this Agreement)), SPAC hereby represents and Merger Sub (the “SPAC Parties”) represent and warrant warrants to the Company, as of the date hereof, Company as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC AND MERGER SUB. Except as set forth in (a) the SPAC SEC Reports or SPAC’s disclosure schedules schedule delivered by SPAC to the Company on the date hereof in connection with this Agreement (the “SPAC Disclosure SchedulesSchedule”), or ) (b) to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports that are available on the SEC’s website through XXXXXReports, but excluding information set forth exclusively in any Exhibits to such SEC reports and disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements statements) (provided it being acknowledged that nothing disclosed in such a SPAC SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 3.15.01 (Corporate Organization), Section 3.2 or 5.03 (Capitalization) and Section 3.55.04 (Authority Relative to This Agreement)), SPAC hereby represents and Merger Sub (the “SPAC Parties”) represent and warrant warrants to the Company, as of the date hereof, Company and Holdings as follows: