Common use of Representations and Warranties of the Transferring Parties Clause in Contracts

Representations and Warranties of the Transferring Parties. Each Transferring Party, severally but not jointly, represents and warrants to Pubco that: (a) The Interests held by such Transferring Party are being transferred to Pubco free and clear of any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (collectively, “Liens”), other than transfer restrictions under applicable securities laws. Upon execution of this Agreement, valid title to such Interests, free and clear of all Liens and adverse interests, will pass to Pubco. (b) If a Transferring Party is not a natural person, such Transferring Party is validly organized and existing under the laws of its state of organization and has all requisite power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. (c) Upon execution by each of the parties to this Agreement, this Agreement will constitute the valid and binding agreement of such Transferring Party. (d) The execution, delivery and performance by each Transferring Party of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) if such Transferring Party is not a natural person, contravene or conflict with, or constitute a violation of the organizational documents of such person; or (ii) contravene or conflict with, or constitute a violation of, any material applicable law or any agreement or order binding on such person. (e) Such Transferring Party understands that (A) the Texas Wasatch Note and Pubco’s Class A common stock (the “Class A Common Stock”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available, and (B) there is no existing public or other market for the Texas Wasatch Note and Class A Common Stock and there can be no assurance that any Transferring Party will be able to sell or dispose of its Texas Wasatch Note and Class A Common Stock. (f) The Texas Wasatch Note and Class A Common Stock are being acquired for each Transferring Party’s own account and without a view to the public distribution of such Texas Wasatch Note and Class A Common Stock or any interest therein other than as permitted under applicable law. (g) Such Transferring Party is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Each Transferring Party has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Texas Wasatch Note and Class A Common Stock and each Transferring Party is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Texas Wasatch Note and Class A Common Stock. (h) Such Transferring Party has been given the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the terms and conditions of the Texas Wasatch Note and Class A Common Stock and other related matters. Each Transferring Party further represents and warrants to the Company that the Company has made available to such Transferring Party or its agents all documents and information relating to an investment in the Texas Wasatch Note and Class A Common Stock that such Transferring Party believed to be necessary or appropriate for its investment in the Company. (i) Such Transferring Party understands that its investment in the Company and the Texas Wasatch Note and Class A Common Stock involves a high degree of risk and is therefore a speculative investment, and such Transferring Party is able to bear the economic risk of such investment for an indefinite period of time, and is presently able to afford the complete loss of such investment. (j) Such Transferring Party has not had a “disqualifying event” described in Securities Act Rule 506(d)(1) subsections (i) through (viii).

Representations and Warranties of the Transferring Parties. Each Transferring Party, severally but not jointly, represents and warrants to Pubco that: (a) The Interests held by such Transferring Party are being transferred to Pubco free and clear of any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (collectively, “Liens”), other than transfer restrictions under applicable securities laws. Upon execution of this Agreement, valid title to such Interests, free and clear of all Liens and adverse interests, will pass to Pubco. (b) If a Transferring Party is not a natural person, such Transferring Party is validly organized and existing under the laws of its state of organization and has all requisite power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. (c) Upon execution by each of the parties to this Agreement, this Agreement will constitute the valid and binding agreement of such Transferring Party. (d) The execution, delivery and performance by each Transferring Party of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) if such Transferring Party is not a natural person, contravene or conflict with, or constitute a violation of the organizational documents of such person; or (ii) contravene or conflict with, or constitute a violation of, any material applicable law or any agreement or order binding on such person. (e) Such Transferring Party understands that (A) the Texas Wasatch Goosehead Management Note and Pubco’s Class A common stock (the “Class A Common Stock”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available, and (B) there is no existing public or other market for the Texas Wasatch Goosehead Management Note and Class A Common Stock and there can be no assurance that any Transferring Party will be able to sell or dispose of its Texas Wasatch Goosehead Management Note and Class A Common Stock. (f) The Texas Wasatch Goosehead Management Note and Class A Common Stock are being acquired for each Transferring Party’s own account and without a view to the public distribution of such Texas Wasatch Goosehead Management Note and Class A Common Stock or any interest therein other than as permitted under applicable law. (g) Such Transferring Party is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Each Transferring Party has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Texas Wasatch Goosehead Management Note and Class A Common Stock and each Transferring Party is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Texas Wasatch Goosehead Management Note and Class A Common Stock. (h) Such Transferring Party has been given the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the terms and conditions of the Texas Wasatch Goosehead Management Note and Class A Common Stock and other related matters. Each Transferring Party further represents and warrants to the Company that the Company has made available to such Transferring Party or its agents all documents and information relating to an investment in the Texas Wasatch Goosehead Management Note and Class A Common Stock that such Transferring Party believed to be necessary or appropriate for its investment in the Company. (i) Such Transferring Party understands that its investment in the Company and the Texas Wasatch Goosehead Management Note and Class A Common Stock involves a high degree of risk and is therefore a speculative investment, and such Transferring Party is able to bear the economic risk of such investment for an indefinite period of time, and is presently able to afford the complete loss of such investment. (j) Such Transferring Party has not had a “disqualifying event” described in Securities Act Rule 506(d)(1) subsections (i) through (viii).