Common use of REPRESENTATIONS AND WARRANTIES OF TARGET Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken (or will in a timely manner take) all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon in connection with any exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise in consideration of the Optionany acquisition of Acquiror Shares pursuant hereto, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement upon exercise of the Option will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that as follows: (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Ohio and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; ; (b) the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; ; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target Target, and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; ; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue issue, upon exercise of the Target Option, and at all times from the date hereof until through the termination expiration of the Target Option will have reserved for issuancereserved, a sufficient that number of unissued Target Shares for Acquiror that are subject to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; ; (e) upon delivery of the Target Shares and any other securities to Acquiror upon the exercise of the Target Option, Acquiror will acquire such the Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; Liens; (f) except as may be required under the Securities Act of 1933, as amended (the "Securities Act"), the execution and delivery of this Agreement by Target do does not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation conflict with, or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a lien Lien on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or encumbrance on acceleration, loss or creation, a "Violation"), (A) any property provision of the Articles of Incorporation or assets Code of Regulations of Target or (B) any provisions of its subsidiaries pursuant toany Contract, permit, concession, franchise, or license or (C) any contract judgment, order, decree, statute, law, ordinance, rule or agreement regulation applicable to which Target or its Subsidiaries or their respective properties or assets (including without limitation any provision of its subsidiaries is Ohio Law applicable to a party business combination, control share acquisition or by similar transaction), which Target or any of its subsidiaries or any of their property is bound or affected, exceptViolation, in the case of each of clauses (iiB) and (iii) aboveC), for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; ; (g) except as described in Section 2.3 of the Reorganization Agreement and Section 3(i) of this Agreement, and except as may be required under the Securities Act, the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Entity except pursuant to the HSR Actgovernmental or regulatory authority; and and (h) any Acquiror the number of Target Shares acquired pursuant to this Agreement will not be acquired by constitutes 19.9% of the number of Target with a view to Common Shares outstanding on the public distribution thereof and Target will not sell or otherwise dispose date of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings as may be required under the HSR ActAct or filings required for companies quoted on the NASDAQ National Market, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) 8 upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) the execution and delivery of this Agreement by Target does do not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to Act or for companies quoted on the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this AgreementNASDAQ National Market, if applicable.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that Acquirer as follows as of the date hereof and as of each date up to and including each Closing: (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Pennsylvania and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; ; (b) the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; ; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; ; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue issue, upon exercise of the Target Option, and at all times from the date hereof until through the termination expiration of the Target Option will have reserved for issuancereserved, a sufficient that number of unissued Target Shares for Acquiror that are subject to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; ; (e) upon delivery of the Target Shares and any other securities to Acquiror upon the exercise of the Target Option, Acquiror will acquire such the Target Shares or other securities free and clear of all material claimsLiens, liensexcept for such Liens, chargesif any, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed as may be created by Acquiror; ; (f) except as may be required under the Securities Act of 1933 as amended (the "Securities Act"), the execution and delivery of this Agreement by Target do does not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation conflict with, or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a lien Lien on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or encumbrance on acceleration, loss or creation, a "Violation"), (A) any property provision of the Articles of Incorporation or assets Bylaws or other similar organizational documents of Target Target, or (B) any provisions of its subsidiaries pursuant toany Contract, any contract permit, concession, franchise, or agreement license to which Target or any of its subsidiaries Subsidiaries is a party or by which any one or more of them is bound, or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any of its subsidiaries Subsidiaries or any of their property is bound respective properties or affectedassets, exceptwhich Violation, in the case of each of clauses (iiB) and (iii) aboveC), for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) except as described in Section 3.3 of the Reorganization Agreement and Section 3(i) of this Agreement, and except as may be required under the Securities Act, the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell governmental or otherwise dispose of such shares in violation of applicable law or this Agreementregulatory authority.

REPRESENTATIONS AND WARRANTIES OF TARGET. The Target represents and ---------------------------------------- warrants to Acquiror that each of the Buyers, the Company and the SPAC that, each of the representations and warranties as set forth in Article III of the Business Combination Agreement, mutatis mutandis, as qualified by the disclosures set forth in the Target disclosure schedules to the Business Combination Agreement, are true and correct as of the Subscription Date (a) with such representations and warranties of the Target incorporated by reference herein, mutatis mutandis, solely for the purpose of the Target making such representations and warranties as of the Subscription Date). For the avoidance of doubt, the Target is a corporation duly organized, validly existing and in good standing under the laws not making any representations or warranties as of the State of Delaware and Closing Time pursuant to this Section 3B. Except as disclosed in the 8-K Filing (as defined below), the Target confirms that neither it nor any other Person acting on its behalf has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or provided any of the transactions contemplated hereby; Buyers (cother than the Bridge Buyer) this Agreement has been duly executed and delivered by Target and or their agents or counsel with any information that constitutes a legalor could reasonably be expected to constitute material, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting non-public information concerning the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries (the “Target Subsidiaries”), other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Target understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Target. The investor presentation relating to the Business Combination attached hereto as Exhibit G does not as of the date hereof contain any untrue statement of a material fact or by omit to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or any of their property is bound were made. No event or affected circumstance has occurred or (iii) result in any breach of or constitute a default (or an event which information exists with notice or lapse of time or both would become a default) under, or give rise respect to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant toTarget Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or financial conditions, which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Target but which has not been so publicly disclosed. The Target acknowledges and agrees that no Buyer makes or has made any contract representations or agreement warranties with respect to which the transactions contemplated hereby other than those specifically set forth in Section 2. The representations set forth in this paragraph shall be limited to information regarding the Target and not, for the avoidance of doubt, to information regarding the SPAC or its business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise); each Buyer agrees that no such information with respect to the SPAC has been provided to such Buyer by the Target or any of anyone acting on its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementbehalf.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents Each of PMH and ---------------------------------------- warrants PMTH shall cause Target to Acquiror that represent and warrant to Purchaser at Closing as follows: (a) Target is a corporation federally chartered bank duly organized, organized and validly existing and in good standing under the laws of the State United States of Delaware and America. (b) Target has the corporate power and authority to enter into and perform this Agreement. This Agreement and to carry out its obligations hereunder; (b) any other documents or instruments executed pursuant hereto and the execution execution, delivery and delivery of this Agreement by Target performance hereof and consummation by Target of the transactions contemplated hereby thereof have been duly authorized and approved by all necessary corporate action actions on the part of Target Target, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement and the instruments and documents executed pursuant hereto constitutes, or any of will constitute, the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation obligations of Target andTarget, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability enforcement may be limited by bankruptcy federal and state regulators of Target or by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other laws affecting equitable remedies or the waiver of rights and remedies of creditors generally and general principles of equity; or remedies. (dc) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the The execution and delivery of this Agreement and the instruments and documents executed pursuant hereto by Target do notnot and, subject to the receipt of all required approvals and consents, the performance consummation of the transactions contemplated by this Agreement by Target will not, not constitute (i) violate a breach or violation of or default under any law, rule, regulation, judgment, order, governmental permit or license of Target or to which Target is subject, which breach, violation, or default would have a material and adverse effect on Target or the Certificate business or properties of Incorporation the Banking Offices; or (ii) a breach or violation of or a default under the organizational instruments or Bylaws of Target. (d) There are no pending or, to the knowledge of Target, threatened, disputes or controversies between Target and any federal, state or local governmental authority that (i) would reasonably be expected to prevent or impair the ability of Target to perform its obligations under this Agreement in any material respect or (ii) conflict with would reasonably be expected to impair the validity or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery consummation of this Agreement by Target does not, and or the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementtransactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents does hereby represent and ---------------------------------------- warrants warrant to Acquiror Pubco with the intent that Pubco will rely thereon in entering into this Agreement and in closing the transactions contemplated hereby, that: D/EPM/762545.9 (a) Target is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware; (b) the authorized capital of Target consists of 1,000 Target Shares, of which 101 are issued and outstanding; (c) all of the issued and outstanding Target Shares are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights; (d) except as disclosed in this Agreement, no Target Shares are reserved for issuance; (e) all of the Stockholders are all of the Stockholders of Target; (f) except as contemplated by or disclosed in this Agreement, there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, agreements, arrangements, convertible securities, rights to subscribe, conversion rights or other agreements, commitments or undertakings of any kind to which Target is a party or by which it is bound obligating Target 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 Target or obligating Target to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, nor are there any outstanding stock option rights, phantom equity or similar rights, contracts, arrangements or commitments to issue capital stock of Target. There are no voting trusts or any other agreements or understandings with respect to the voting of Target’s capital stock; (g) each of the Stockholders holds the number of Target Shares set forth opposite his or her name in Section 5.1(a), above; (h) Target has the corporate power power, authority and authority to enter into this Agreement and capacity to carry out on its obligations hereunder; business as presently conducted by it; (bi) the execution and delivery of this Agreement by Target and consummation by Target the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Target Directors of Target, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, terms except as enforceability may be limited by bankruptcy and other laws of general application affecting the rights and remedies of creditors generally and general principles of equity; creditors; (dj) except for any filings required under the HSR Act, Target has taken is duly registered to carry on business in all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option jurisdictions in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in carries on business except where the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which failure to so register would not, individually or in the aggregate, not have a Material Adverse Effect on Target; ; (gk) all alterations to the constating documents of Target since its incorporation have been duly effected in accordance with the laws of the State of Delaware; (l) the execution corporate records of Target, as required to be maintained by it under its statute of incorporation and delivery constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Target have been promptly D/EPM/762545.9 and properly recorded in its books or filed with its records; Target is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any respect; (m) the directors and officers of Target at the date of this Agreement are as follows: Xxxx Xxxxx Director, President, Vice President and Secretary Xxxxxxx Xxxxxxxx Director Xxxxx Xxxxxx Director Xxxxxxx X. Xxxxxxxxx Director (n) the corporate records of Target, 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 Target does not, have been promptly and the performance of this Agreement by Target will not, require any consent, approval, authorization properly recorded in its books or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target filed with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.its records;

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror ACQUIROR that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of AcquirorACQUIROR, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror ACQUIROR to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror ACQUIROR upon exercise of the Option, Acquiror ACQUIROR will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by AcquirorACQUIROR; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that PSRT and KI as follows: (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out its obligations hereunder; (b) consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Target Target, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this to consummate such transactions. This Agreement has been duly and validly executed and delivered by Target and, assuming the due authorization, execution and delivery by PSRT and KI, constitutes a legal, valid and binding obligation of Target andTarget, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target it in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy and other applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under that the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise availability of the Option, and at all times from equitable remedy of specific performance or injunctive relief is subject to the date hereof until the termination discretion of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities court before which any proceeding may be issuable pursuant to Section 9(abrought). (b) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the The execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will shall not, (i) conflict with or violate the Certificate of Incorporation or Bylaws organizational documents of Target, (ii) conflict with or violate any order law, rule, regulation, order, judgment or decree applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of or time or both would become a default) under, or give rise to others any right rights of termination, amendment, acceleration or cancellation ofof any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in the creation of a lien other instrument or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement obligation to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration defaults or cancellation, liens or encumbrances other occurrences which would not, individually not prevent or in delay the aggregate, have a Material Adverse Effect on Target; performance by Target of its obligations under this Agreement or the Merger Agreement. (gc) the The execution and delivery of this Agreement by Target does do not, and the performance of this Agreement by Target will shall not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any court or arbitrator or any Governmental Entity except pursuant for applicable requirements, if any, of the Exchange Act and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the HSR Act; and (h) any Acquiror Shares acquired pursuant to performance by Target of its obligations under this Agreement will not be acquired by Target with a view to or the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Merger Agreement.