Common use of Representations and Warranties of the Sponsor Clause in Contracts

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, as follows: (a) The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No other person or entity acquiring Founder Shares pursuant to the IPO (each, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this Agreement. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on the part of the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, as follows: (a) The Sponsor is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under(i) the operating agreement of the Sponsor, (ii) any agreement agreement, indenture or other instrument to which the Sponsor is a party or by which the Sponsor is bound, Transferred Shares are bound or (iii) any decree, orderlaw, statute, rule or regulation applicable to which the SponsorSponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject. (d) No other person or entity acquiring Founder Shares pursuant to at or about the time of the IPO (each, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor person or entity than, the rights afforded to the such Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, provided that the such Investor acknowledges that an indirect interest in Founder Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its Sponsor’s sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of (i) the number of right to receive Founder Shares to be purchased by its IPO indication than such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the such Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the such Investor and disclose to the such Investor the terms thereof and the such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or administrative authority (including the SEC) or quasi-governmental quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the Investor in accordance with closing of the terms hereof IPO against payment of the Transfer Price, the such Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this AgreementLaw. (fg) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this AgreementNo governmental, and to transfer and sell the Transferred Sharesadministrative or other third party consents or approvals are required, has been taken on necessary or prior to the date hereof. All limited liability company action appropriate on the part of the Sponsor necessary for in connection with the execution and delivery of transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the performance of all obligations transactions contemplated hereby. There are no pending, or to the knowledge of the sponsor Sponsor, threatened, actions, which if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to each Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other person or entity acquiring Founder Shares pursuant to “anchor investors” in respect of indications of interest in purchasing units in the IPO (eachthe “Other Anchor Investor Agreements”). The Sponsor represents that the material terms of such Other Anchor Investor Agreements, an “Anchor Investor”) shall have rights superior todirectly or indirectly, or are not more favorable to such Anchor Investor than, other “anchor investors” thereunder than the rights afforded to the Investor in terms of this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretionAgreement. For the avoidance of doubt, if any higher ratio of (i) other “anchor investor” has an ability to purchase more Founder Shares at the number Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then such other “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that the proportion of Founder Shares to be purchased by such size of IPO Indication is the same as this Agreement. In the case that another “anchor investor” is afforded, directly or indirectly, more favorable terms than Investor pursuant to any Other Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior RightsAgreement, the SPAC or the Sponsor (as applicable) shall immediately so inform the promptly notify Investor of such more favorable terms, and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. (e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement securities laws or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including as otherwise disclosed in the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”)Registration Statement. Upon transfer of the Transferred Shares to the Investor in accordance with at the terms hereof closing of the IPO against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be those arising pursuant to this Agreement, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement or those Encumbrances created, implemented or imposed by Applicable Law or this Agreementthe Investor. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this AgreementNo governmental, and to transfer and sell the Transferred Sharesadministrative or other third party consents or approvals are required, has been taken on necessary or prior to the date hereof. All limited liability company action appropriate on the part of the Sponsor necessary for in connection with the execution and delivery of transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the performance of all obligations of transactions contemplated hereby. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the sponsor under this Agreement, and Sponsor in connection with the transfer and sale of the Transferred shares Shares nor is the Sponsor entitled to or will accept any such fee or commission. (h) The Sponsor has been taken on complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws. (i) The Sponsor has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or prior in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly: i. to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or ii. to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country. (j) There are no pending or, to the date hereofknowledge of the Sponsor, threatened, actions, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Investor, as follows: (a) The Sponsor is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under(i) the operating agreement of the Sponsor, (ii) any agreement agreement, indenture or other instrument to which the Sponsor is a party or by which the Sponsor is bound, Transferred Shares are bound or (iii) any decree, orderlaw, statute, rule or regulation applicable to which the SponsorSponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject. (d) No other person or entity acquiring Founder Shares pursuant to at or about the time of the IPO (each, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor person or entity than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of (i) the number of right to receive Founder Shares to be purchased by its IPO indication than such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or administrative authority (including the SEC) or quasi-governmental quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with at the terms hereof closing of the IPO against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this AgreementLaw. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this AgreementNo governmental, and to transfer and sell the Transferred Sharesadministrative or other third party consents or approvals are required, has been taken on necessary or prior to the date hereof. All limited liability company action appropriate on the part of the Sponsor necessary for in connection with the execution and delivery of transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereoftransactions contemplated hereby.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to the Enforceability Exceptions. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the Sponsor’s organizational documents, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No other person or entity acquiring Founder Shares pursuant to the IPO (each, an “Anchor Investor”) shall have rights superior to, or more The terms set forth in this Agreement are as favorable to such Anchor Investor than, the rights afforded to the Investor as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of the SPAC in this Agreement (any such more favorable rightsconnection with expressing interest in the IPO, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Founders Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor in its sole discretion. For the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with at the terms hereof closing of the IPO against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this AgreementLaw. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on the part of the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other person or entity acquiring Founder Shares pursuant to “anchor investors” in respect of indications of interest in purchasing units in the IPO (each, an the “Other Anchor InvestorInvestor Agreements”) shall have rights superior to, or ). The Sponsor represents that the material terms of such Other Anchor Investor Agreements are not more favorable to such Anchor Investor than, other “anchor investors” thereunder than the rights afforded to the Investor in terms of this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretionAgreement. For the avoidance of doubt, if any higher ratio of (i) other “anchor investor” has an ability to purchase more Founder Shares at the number Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then such other “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that the proportion of Founder Shares to be purchased by such size of IPO Indication is the same as this Agreement. In the case that another “anchor investor” is afforded more favorable terms than Investor pursuant to any Other Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior RightsAgreement, the SPAC or the Sponsor (as applicable) shall immediately so inform the promptly notify Investor of such more favorable terms, and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. (e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement securities laws or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including as otherwise disclosed in the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”)Registration Statement. Upon transfer of the Transferred Shares to the Investor in accordance with at the terms hereof closing of the IPO against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be those arising pursuant to this Agreement, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement or those Encumbrances created, implemented or imposed by Applicable Law or this Agreementthe Investor. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this AgreementNo governmental, and to transfer and sell the Transferred Sharesadministrative or other third party consents or approvals are required, has been taken on necessary or prior to the date hereof. All limited liability company action appropriate on the part of the Sponsor necessary for in connection with the execution and delivery of transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the performance of all obligations of transactions contemplated hereby. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the sponsor under this Agreement, and Sponsor in connection with the transfer and sale of the Transferred shares Shares nor is the Sponsor entitled to or will accept any such fee or commission. (h) The Sponsor has been taken on complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws. (i) The Sponsor has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or prior in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly: i. to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or ii. to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country. (j) There are no pending or, to the date hereofknowledge of the Sponsor, threatened, actions, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to InvestorInvestors, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the Sponsor’s organizational documents or any agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the SponsorSponsor or the Transferred Shares. (d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares pursuant to in connection with the IPO (eacheach such other investor, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Founders Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other case that another Anchor Investor is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform the promptly notify Investor of such more favorable terms, and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth on the signature page hereto, then such other Anchor Investor shall be considered to have more favorable terms than the Investor. (ef) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or administrative authority (including the SEC) or quasi-governmental quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this Agreement. (f) All limited liability company action required to be taken Law. The sale by the Sponsor to authorize of the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior Founder Shares to the date hereof. All limited liability company action on Investor will not result in a violation of Section 5 under the part Securities Act of 1933, as amended (the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof“Securities Act”).

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to the Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the Sponsor’s organizational documents or any agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the SponsorSponsor or the Transferred Shares. (d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares pursuant to in connection with the IPO (eacheach such other investor, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Founders Shares has have been offered to the Sponsor, Sponsor and to executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other case that another Anchor Investor is afforded Superior Rightsmore favorable terms than the Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify the Investor and disclose to the Investor the terms thereof of such more favorable terms, and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth herein, then such other Anchor Investor shall be considered to have more favorable terms than the Investor. (ef) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this Agreement. (f) All limited liability company action required to be taken applicable securities laws. The sale by the Sponsor to authorize of the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior Founder Shares to the date hereof. All limited liability company action on Investor will not result in a violation of Section 5 under the part Securities Act of 1933, as amended (the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof“Securities Act”).

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to InvestorInvestors, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the Sponsor’s organizational documents or any agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor.Sponsor or the Transferred Shares.. (d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares pursuant to in connection with the IPO (eacheach such other investor, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Founders Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other case that another Anchor Investor is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform the promptly notify Investor of such more favorable terms, and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth on the signature page hereto, then such other Anchor Investor shall be considered to have more favorable terms than the Investor. (ef) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or administrative authority (including the SEC) or quasi-governmental quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this Agreement. (f) All limited liability company action required to be taken Law. The sale by the Sponsor to authorize of the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior Founder Shares to the date hereof. All limited liability company action on Investor will not result in a violation of Section 5 under the part Securities Act of 1933, as amended (the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof“Securities Act”).

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, as follows: (a) The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws of general applicability affecting the enforcement of creditors' rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No other person or entity acquiring Founder Shares pursuant to the IPO The terms (each, an “Anchor Investor”both economic and non-economic) shall have rights superior to, or more set forth in this Agreement are as favorable to such Anchor Investor than, the rights afforded to the Investor as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of the SPAC in this Agreement (any such more favorable rightsconnection with expressing interest in the IPO, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Founders Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For In the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor case that another investor is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform the promptly notify Investor of such more favorable terms, and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the samemore favorable terms. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration StatementInvestor Presentation, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or administrative authority (including the SEC) or quasi-governmental quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”)jurisdiction. Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this AgreementLaw. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on the part of the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants as of the date hereof to Investor, the Investor as follows: (a) The Sponsor has full power is duly organized, validly existing and authority to execute in good standing under the laws of Singapore, and deliver the execution, delivery and performance of this Agreement, to perform its obligations hereunder Agreement and to consummate the consummation of the transactions contemplated hereby. (b) hereby are within the Sponsor’s powers and have been duly authorized by all necessary company actions on the part of SPAC. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legal, legally valid and binding obligation of the Sponsor Sponsor, enforceable against the Sponsor in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (cb) The execution and delivery There are no securities or instruments issued by or to which Sponsor or SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of this the Investor Company Shares. As of the date hereof, Sponsor has no subsidiaries, other than SPAC, and, other than in respect of any Sponsor Loans or working capital loans to SPAC, does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. Other than the Sponsor Letter Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict withthere are no shareholder agreements, or result in any material violation of or default under, any agreement voting trusts or other instrument agreements or understandings to which the Sponsor is a party or by which the Sponsor it is bound, or any decree, order, statute, rule or regulation applicable bound relating to the Sponsorvoting of any securities of SPAC or SVH. (dc) No other person or entity acquiring Other than the 60,000 Founder Shares pursuant owing to service providers of SPAC, at the Effective Time, the Sponsor shall be the record and beneficial owner of, and have good and marketable title to, the Sponsor Equity and will, immediately prior to the IPO (each, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees conversion of the SPAC in connection with their service Investor’s Shares for Investor Company Shares, be the record and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described Sponsor Equity, in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to the Transferred Shareseach case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, proxiesvoting trusts, voting agreements, charges proxies and other arrangements or encumbrances restrictions of any kind affecting the Transferred Shares, (other than transfer restrictions pursuant to applicable securities laws). The Founder Shares are fully paid and are non-assessable. The Sponsor Equity to be transferred to the Investor, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions on transfer pursuant to applicable securities laws). The Sponsor Equity is duly authorized, fully paid, and non-assessable. (d) The Sponsor has not offered the Investor Company Shares by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (e) The Sponsor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in the Company Shares (or any security convertible into or exchangeable for Company Shares) or to raise or depress or otherwise manipulate the price of the Company Shares (or any security convertible into or exchangeable for Company Shares) or otherwise in violation of the Exchange Act. The Sponsor has not entered into or altered, and agrees that may be imposed the Sponsor will not enter into or alter, any corresponding or hedging transaction or position with respect to the Company Shares. (f) The execution and delivery of this Agreement by Applicable Law the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into and execute this Agreement. (fg) All limited liability company No event or series of related events that has caused or would reasonably be expected to cause, individually or in the aggregate, a Company Material Adverse Effect, has occurred or is continuing. (h) Other than EX Xxxxxx, a division of Benchmark Investments, LLC, no broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with this Agreement. (i) There is no action required to be taken by pending against the Sponsor to authorize the Sponsor to enter into this Agreementor, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on Sponsor’s knowledge, threatened against the part of the Sponsor necessary for the execution and delivery of this AgreementSponsor, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of all its obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants as of the date hereof to Investor, the Investor as follows: (a) The Sponsor has full power is duly organized, validly existing and authority to execute in good standing under the laws of Singapore, and deliver the execution, delivery and performance of this Agreement, to perform its obligations hereunder Agreement and to consummate the consummation of the transactions contemplated hereby. (b) hereby are within the Sponsor’s powers and have been duly authorized by all necessary company actions on the part of SPAC. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legal, legally valid and binding obligation of the Sponsor Sponsor, enforceable against the Sponsor in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (cb) The execution and delivery There are no securities or instruments issued by or to which Sponsor or SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of this the Investor Company Shares. As of the date hereof, Sponsor has no subsidiaries, other than SPAC, and, other than in respect of any Sponsor Loans or working capital loans to SPAC, does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. Other than the Sponsor Letter Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict withthere are no shareholder agreements, or result in any material violation of or default under, any agreement voting trusts or other instrument agreements or understandings to which the Sponsor is a party or by which the Sponsor it is bound, or any decree, order, statute, rule or regulation applicable bound relating to the Sponsorvoting of any securities of SPAC or SVH. (dc) No other person or entity acquiring Other than the 60,000 Founder Shares pursuant owing to service providers of SPAC, at the Effective Time, the Sponsor shall be the record and beneficial owner of, and have good and marketable title to, the Sponsor Equity and will, immediately prior to the IPO (each, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees conversion of the SPAC in connection with their service Investor’s Shares for Investor Company Shares, be the record and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described Sponsor Equity, in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to the Transferred Shareseach case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, proxiesvoting trusts, voting agreements, charges proxies and other arrangements or encumbrances restrictions of any kind affecting the Transferred Shares, (other than transfer restrictions pursuant to applicable securities laws). The Founder Shares are fully paid and are non-assessable. The Sponsor Equity to be transferred to the Investor, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions on transfer pursuant to applicable securities laws). The Sponsor Equity is duly authorized, fully paid, and non-assessable. (d) The Sponsor has not offered the Investor Company Shares by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (e) The Sponsor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in the Company Shares (or any security convertible into or exchangeable for Company Shares) or to raise or depress or otherwise manipulate the price of the Company Shares (or any security convertible into or exchangeable for Company Shares) or otherwise in violation of the Exchange Act. The Sponsor has not entered into or altered, and agrees that may be imposed the Sponsor will not enter into or alter, any corresponding or hedging transaction or position with respect to the Company Shares. (f) The execution and delivery of this Agreement by Applicable Law the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into and execute this Agreement. (fg) All limited liability company No event or series of related events that has caused or would reasonably be expected to cause, individually or in the aggregate, a Company Material Adverse Effect, has occurred or is continuing. (h) Other than XX Xxxxxx, a division of Benchmark Investments, LLC, no broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with this Agreement. (i) There is no action required to be taken by pending against the Sponsor to authorize the Sponsor to enter into this Agreementor, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on Sponsor’s knowledge, threatened against the part of the Sponsor necessary for the execution and delivery of this AgreementSponsor, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of all its obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to Investor, as of the date hereof and as of the closing date of the IPO, as follows: (a) The Sponsor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the Sponsor’s organizational documents or any agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the SponsorSponsor or the Transferred Shares. (d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares pursuant to in connection with the IPO (eacheach such other investor, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, provided that the Investor acknowledges that an indirect interest in Founder Founders Shares has have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other case that another Anchor Investor is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform the promptly notify Investor of such more favorable terms, and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth on the signature page hereto, then such other Anchor Investor shall be considered to have more favorable terms than the Investor. (ef) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or administrative authority (including the SEC) or quasi-governmental quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this Agreement. (f) All limited liability company action required to be taken Law. The sale by the Sponsor to authorize of the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior Founder Shares to the date hereof. All limited liability company action on Investor will not result in a violation of Section 5 under the part Securities Act of 1933 (the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof“Securities Act”).

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants as of the date hereof to Investor, the Investor as follows: (a) The Sponsor has full power is duly organized, validly existing and authority to execute in good standing under the laws of the state of Delaware, and deliver the execution, delivery and performance of this Agreement, to perform its obligations hereunder Agreement and to consummate the consummation of the transactions contemplated hereby. (b) hereby are within the Sponsor’s powers and have been duly authorized by all necessary company actions on the part of SPAC. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legal, legally valid and binding obligation of the Sponsor Sponsor, enforceable against the Sponsor in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) There are no securities or instruments issued by or to which Sponsor or SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Investor Company Securities. As of the date hereof, Sponsor has no subsidiaries, other than SPAC, and, other than in respect of any Working Capital Loans, does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. (c) The execution and delivery Other than Founder Shares owing to service providers of this AgreementSPAC, at the Closing, the consummation Sponsor shall be the record and beneficial owner of, and have good and marketable title to, the Sponsor Equity and will, immediately prior to the conversion of the transactions contemplated hereby Investor’s Shares for Investor Company Securities, be the record and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No other person or entity acquiring Founder Shares pursuant to the IPO (each, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, the rights afforded to the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described Sponsor Equity, in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to the Transferred Shareseach case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, proxiesvoting trusts, voting agreements, charges proxies and other arrangements or encumbrances restrictions of any kind affecting the Transferred Shares, (other than transfer restrictions pursuant to applicable securities laws). The Founder Shares are fully paid and are non-assessable. The Sponsor Equity to be transferred to the Investor, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions on transfer pursuant to applicable securities laws). The Sponsor Equity is duly authorized, fully paid, and non-assessable. (d) The Sponsor has not offered the Investor Company Securities by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (e) The Sponsor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in the SPAC Shares (or any security convertible into or exchangeable for SPAC Shares) or to raise or depress or otherwise manipulate the price of the SPAC Shares (or any security convertible into or exchangeable for SPAC Shares) or otherwise in violation of the Exchange Act. The Sponsor has not entered into or altered, and agrees that may be imposed the Sponsor will not enter into or alter, any corresponding or hedging transaction or position with respect to the SPAC Shares. (f) The execution and delivery of this Agreement by Applicable Law the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into and execute this Agreement. (fg) All limited liability company There is no action required to be taken by pending against the Sponsor to authorize the Sponsor to enter into this Agreementor, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on Sponsor’s knowledge, threatened against the part of the Sponsor necessary for the execution and delivery of this AgreementSponsor, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of all its obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, as follows: (a) The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor. (d) No Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other person or entity acquiring “anchor investors” in respect of the purchase of Founder Shares pursuant to in connection with the IPO (each, an the “Other Anchor InvestorInvestment Agreements”) shall have rights superior to, or ). The Sponsor represents that the material terms of such Other Anchor Investment Agreements are no more favorable to such Anchor Investor than, other “anchor investors” thereunder than the rights afforded to the Investor in terms of this Agreement (any such more favorable rights, “Superior Rights”), provided, that the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretionAgreement. For the avoidance of doubt, if any higher ratio of (i) the number of other “anchor investor” has an ability to purchase more Founder Shares at the Per Share Price than the Investor pursuant to be purchased by such any Other Anchor Investor Agreement, then such other “anchor investor” shall not be considered to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), have more favorable material terms than the ratio for Investor, provided that the proportion of Founders Shares to size of IPO Indication is the same as this Agreement. In the case that another “anchor investor” is afforded any such materially more favorable terms than the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Other Anchor Investor is afforded Superior RightsInvestment Agreement, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof of such materially more favorable terms, and the Investor shall have the right to elect to have those Superior Rightssuch materially more favorable terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law or this Agreement. (f) All limited liability company action required to be taken by the Sponsor to authorize the Sponsor to enter into this Agreement, and to transfer and sell the Transferred Shares, has been taken on or prior to the date hereof. All limited liability company action on the part of the Sponsor necessary for the execution and delivery of this Agreement, the performance of all obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereof.

Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, Parent and the Company as follows: (a) The Sponsor (i) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has full all requisite limited liability company or other power and authority to execute and has taken all limited liability company or other action necessary in order to, execute, deliver this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. (b) . This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation agreement of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of Sponsor’s Covered Shares listed across from Sponsor’s name on Schedule I hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Covered Shares (other than transfer restrictions under the Securities Act)) affecting any such Covered Shares, other than Liens pursuant to (i) this Sponsor Agreement, (ii) the Parent Organizational Documents, (iii) the Merger Agreement, (iv) that certain Letter Agreement, dated March 4, 2021, by and among Parent, Sponsor and certain of Parent’s current and former directors and officers (the “Insider Letter”) or (v) any applicable securities Laws. Sponsor’s Covered Shares are the only equity securities in Parent owned of record or beneficially by Sponsor on the date of this Sponsor Agreement, and except as set forth on the Insider Letter, none of Sponsor’s Covered Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Covered Shares, except as provided hereunder and under the Insider Letter. Other than the Parent Warrants held by Sponsor, Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Parent or any equity securities convertible into, or which can be exchanged for, equity securities of Parent. (c) The execution execution, delivery and delivery performance of this AgreementAgreement by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Mergers and the performance of its obligations hereunder other transactions contemplated by the Merger Agreement will not materially conflict withnot, constitute or result in any material (i) a breach or violation of of, or a default under, any the limited liability company agreement or other instrument similar governing documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any Contract binding upon the Sponsor or under any applicable Law to which the Sponsor is a subject or (iii) any change in the rights or obligations of any party or by which the Sponsor is bound, or under any decree, order, statute, rule or regulation applicable to Contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. (d) No other person There are no Legal Proceedings pending against Sponsor, or entity acquiring Founder Shares pursuant to the IPO knowledge of Sponsor threatened in writing against Sponsor, before (eachor, an “Anchor Investor”) shall have rights superior to, or more favorable to such Anchor Investor than, in the rights afforded to the Investor case of a threatened Legal Proceeding in this Agreement (any such more favorable rights, “Superior Rights”), providedwriting, that would be before) any arbitrator or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the Investor acknowledges that an indirect interest in Founder Shares has been offered to the Sponsorperformance by Sponsor of its, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and to other investors in the risk capital of the Sponsor, and the his or her obligations under this Sponsor expressly reserves the right to issue membership interests in the Sponsor its sole discretion. For the avoidance of doubt, any higher ratio of (i) the number of Founder Shares to be purchased by such Anchor Investor to (ii) the number of Units allocated in the IPO to such Anchor Investor (not including the over-allotment option or upsizing of the IPO), than the ratio for the Investor as set forth in this Agreement shall be considered Superior Rights. If any other Anchor Investor is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor and disclose to the Investor the terms thereof and the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the sameAgreement. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer on Section 5.22 of the Transferred SharesParent Disclosure Letter, and there exist no liensbroker, pledgesfinder, security interestsinvestment banker or other Person is entitled to any brokerage fee, claimsfinders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by Sponsor, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, for which Parent or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory or administrative authority (including the SEC) or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (“Governmental Authority”). Upon transfer of the Transferred Shares to the Investor in accordance with the terms hereof against payment of the Transfer Price, the Investor will acquire good and valid title to the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that its Affiliates may be imposed by Applicable Law or this Agreementbecome liable. (f) All limited liability company action required to be taken by the Sponsor to authorize the hereby represents and covenants that Sponsor to enter into this Agreementhas not entered into, and to transfer and sell the Transferred Sharesshall not enter into, has been taken on any agreement that would restrict, limit or prior to the date hereof. All limited liability company action on the part of the Sponsor necessary for the execution and delivery of this Agreement, interfere with the performance of all Sponsor’s obligations of the sponsor under this Agreement, and the transfer and sale of the Transferred shares has been taken on or prior to the date hereofhereunder.