Common use of Representations of Holder Clause in Contracts

Representations of Holder. Holder hereby represents and warrants to the Insider that: (a) Xxxxxx, in making the decision to receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) Holder is acquiring the Founder Shares solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Founder Shares to or through any person or entity except as may be permitted hereunder. (f) Xxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder Shares. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commission. (h) Holder understands that the Founder Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. Holder hereby represents and warrants to the Insider that: (a) XxxxxxThe Holder of this Warrant, in making the decision to receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder andacceptance hereof, assuming represents that it is acquiring this Warrant and the due authorizationWarrant Shares for its own account for investment only and not with a view towards, execution and delivery thereof by or for resale in connection with, the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy public sale or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance distribution of this Agreement by Warrant or the Holder does not and will not conflict withWarrant Shares, violate except pursuant to sales registered or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D exempted under the Securities Act of 1933, as amended (the “"Securities Act”"); provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and acknowledges reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is an "accredited investor" as such term is defined in (b) Upon exercise of this Warrant, except pursuant to a cashless exercise, the Holder shall confirm, which confirmation shall be deemed to be made by delivery of an Exercise Notice, (i) that the transfer Warrant Shares so purchased are being acquired its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of Founder the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making such representation, the Holder does not agree to hold any of the Warrant Shares contemplated hereby is being made for any minimum or other specific term and reserves the right to dispose of the Warrant Shares at any time in reliance, among other things, on accordance with or pursuant to a private placement registration statement or an exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (eii) the Holder is acquiring the Founder Shares solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Founder Shares to or through any person or entity except as may be permitted hereunderan Accredited Investor. (f) Xxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder Shares. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commission. (h) Holder understands that the Founder Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. Holder hereby represents and warrants to the Insider that: (a) Xxxxxx, in making the decision to receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) Holder is acquiring the Founder Shares solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Founder Shares to or through any person or entity except as may be permitted hereunder. (f) Xxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder Shares. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commissionShares. (h) Holder understands that the Founder Shares are being offered and sold to Investor Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor Holder set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. (a) As of the date hereof, each Holder hereby represents and warrants to the Insider Participant that: (aA) Xxxxxxsuch Holder is duly organized, validly existing and in making good standing under the decision laws of its jurisdiction of organization, formation or incorporation; (B) the execution and delivery of this Agreement by such Holder and performance of, and compliance with, the terms of this Agreement by such Holder will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to receive the Founder Shares from the Insider, has not relied upon any oral which it is a party or written representations or assurances from the Insider that is applicable to it or any of SPAC’s officersits assets, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of in each case which would reasonably be expected to materially and adversely affect its ability to carry out the acquisition of the Founder Shares.transactions contemplated by this Agreement; (bC) This Agreement such Holder has been validly authorizedthe full power and authority to enter into and consummate all transactions contemplated by this Agreement, executed and delivered by has duly authorized the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject.has duly executed and delivered this Agreement; (cD) The Holder acknowledges that it has had the opportunity to review this Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws or equitable principles limiting the rights of creditors generally and except that rights with respect to indemnification and contribution obligations may be limited by applicable law); (E) such Holder has good and marketable title to each Participated Investment, free and clear of all Liens (other than any Lien that may be created pursuant to this Agreement); (F) such Holder has the right to enter into this Agreement without the consent of any third party; (G) such Holder has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors.Agreement; and (dH) except as expressly stated in this Agreement, such Holder is an “accredited investor” as such term is defined in Rule 501(amakes no representations or warranties, express or implied, including with respect to (a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) Holder is acquiring the Founder Shares solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation collectability of the Securities Act and Holder has no present arrangement to sell Participation Interests, or (b) the Founder Shares to or through any person or entity except as may be permitted hereundertransactions contemplated by this Agreement. (f) Xxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder Shares. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commission. (h) Holder understands that the Founder Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. The Holder hereby represents and warrants to the Insider Company that: (a) XxxxxxThe Holder, in making the decision to enter into this Agreement and receive the Founder Shares Class A Common Stock from the InsiderCompany, has not relied upon any oral or written representations or assurances from the Insider Company or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder SharesClass A Common Stock. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors., has sought such accounting, legal and tax advice as the Holder has considered necessary to make an informed decision with respect to the transactions contemplated by this Agreement, and has not received and is not relying on any statement, representation or warranty made by any person, firm or corporation (including without limitation the Company or its affiliates), other than as expressly set forth in Section 5 herein, in connection with the transactions contemplated by this Agreement (d) The Holder will not, after the date hereof, acquire any Public Shares that will become subject to this Agreement as Non-Redeemed Shares at a purchase price of greater than $10.22 per Public Share. (e) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer issuance of Founder Shares Class A Common Stock contemplated hereby is being will be made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (ef) The Holder agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of Class A Common Stock contemplated hereby. The Holder acknowledges that it has provided the Company with certain documents and confirmations with respect to the Holder’s status as an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, including with respect to the disclosure of all liabilities necessary to made a determination of the Holder’s net worth, and confirms that any such information that has been furnished or that will be furnished by the Holder to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission. (g) The Holder is acquiring the Founder Shares Class A Common Stock solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted)account, and not with a view to the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Founder Shares Class A Common Stock to or through any person or entity except as may be permitted hereunder. (fh) Xxxxxx The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder SharesClass A Common Stock. The Holder is aware that an investment in the Founder Shares Class A Common Stock is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those Class A Common Stock and the restrictions relating to the Non-Redeemed Shares described or provided for in this Agreement pertaining to transferabilityAgreement. The Holder is able to bear the economic risk of its investment in the Holder Company for an indefinite period of time and able to sustain a complete loss of such investment. (gi) The Holder is cognizant of and understands the risks related to the transfer restrictions and voting obligations with respect to the Non-Redeemed Shares provided for in Sections 1 and 2 of this Agreement. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (j) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares Share Issuance nor is Investor the Holder entitled to or will accept any such fee or commission. (hk) The Holder understands that the Founder Shares Class A Common Stock are being offered and sold to Investor the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor the Holder set forth in this Agreement in order to determine the applicability of such provisions. (l) The Holder understands that any election of a Designee pursuant to Sections 3(a)(i) and 7 of this Agreement is conditioned upon the Holder and the Designee complying with the requirements set out in Section 7 hereto, including that the Designee executes a Joinder to this Agreement in substantially the form attached hereto as Exhibit A.

Representations of Holder. Holder hereby represents and warrants to the Insider thatas follows: (a) XxxxxxThis Agreement has been duly executed and delivered by Holder and constitutes the legal, valid and binding obligations of Holder, enforceable against Holder in making the decision to receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder Sharesaccordance with its terms. (b) This Holder has the full power and authority to execute and deliver this Agreement has been validly authorizedand to consummate the transactions contemplated hereby. Neither the execution, executed and delivered delivery or performance of this Agreement by Holder nor the consummation of the transactions contemplated hereby will (i) conflict with, or result in a violation or breach of the terms, conditions or provisions of, or constitute a default under any agreement or other instrument under which Holder andis bound, assuming the due or (ii) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over Holder. (c) No consent, authorization, execution and delivery thereof by approval, permit or license of, or filing with, any governmental body, agency or authority, any lender or lessor is required to authorize, or is required in connection with, the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) Holder has the knowledge and experience in financial, tax and business matters that Holder is an “accredited investor” as such term is defined in Rule 501(a) capable of Regulation evaluating the merits and risks of exchanging the Assigned Amount for the Series D Preferred Stock to be issued to Holder under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state lawthis Agreement. (e) Holder is acquiring recognizes that investment in the Founder Shares solely for investment purposesSeries D Preferred Stock involves substantial risks. Holder further recognizes that no Federal or state agencies have passed upon this offering of the Series D Preferred Stock or made any finding or determination as to the fairness of this investment. To the extent deemed advisable by Holder, for such Xxxxxx’s Holder has consulted with his own account (and/or for financial, tax and legal advisors with respect to the account transactions contemplated by this Agreement. Holder has not relied on any financial, tax or benefit legal advice of Parent or any of its members directors, shareholders, officers, employees, attorneys or affiliates, as permitted), representatives in choosing to execute and not with a view to deliver this Agreement or in participating in the distribution thereof in violation of the Securities Act transactions contemplated herein and Holder has no present arrangement to sell the Founder Shares to or through any person or entity except as may be permitted hereundertherein. (f) Xxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder Shares. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commission. (h) Holder understands that the Founder Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor Other than as set forth in this Agreement in order to determine Holder has not assigned or otherwise sold the applicability of such provisions.Note or any part thereof

Representations of Holder. Each Holder hereby represents and warrants to the Insider thatIssuer as follows: (a) XxxxxxThe Holder has all requisite corporate power and authority to enter into this agreement, in making to perform its obligations hereunder and to consummate the decision to receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of SPAC’s officers, directors, partners or employees or any other representatives or agentstransactions contemplated hereby. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder Shares. (b) This Agreement has been validly duly authorized, executed and delivered by the Holder and, assuming and constitutes the due authorization, execution and delivery thereof by the other party hereto, is a valid legal and binding agreement of the Holder, enforceable against it in accordance with its terms, subject to the general principles of equity and to bankruptcy except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally. generally or general principles of equity. (b) The execution, delivery and performance of this Agreement by the Holder does of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not as of the date hereof and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation as of the Settlement Date (i) violate the organizational documents of the Holder, (ii) violate any agreement, contract or instrument material agreement to which the Holder is a party or by which would prevent the Holder from performing or any of its obligations hereunder property or assets is bound, or (iiiii) violate any law, statuterule, rule regulation, judgment, injunction, order or regulation decree applicable to which the Holder is subjectHolder. (c) The Holder acknowledges that it has had the opportunity New Notes have not been registered under the Securities Act or under any state securities laws and that the Holder is acquiring the New Notes pursuant to review this Agreement and an exemption from registration under the transactions contemplated by this Agreement Securities Act. The Holder understands that they may not sell or otherwise dispose of any of the New Notes except in compliance with the Holder’s own legal counsel registration requirements or exemption provisions of the Securities Act and investment any other applicable securities laws, and tax advisorsthat they may therefore be required to hold such New Notes indefinitely. (d) The Holder is an “accredited investor” as such that term is defined in by Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) Holder is acquiring the Founder Shares solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation 501 of the Securities Act Act, and Holder has no present arrangement to sell the Founder Shares to or through any person or entity except as may be permitted hereunder. (f) Xxxxxx is sophisticated such knowledge and experience in financial and business matters and able to evaluate in investments of this type that they are capable of evaluating the merits and risks and benefits of the their investment in the Founder SharesNew Notes and of making an informed investment decision. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its an investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investmentNew Notes. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commission. (h) Holder understands that the Founder Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. Holder hereby represents and warrants to the Insider Company that: (a) Holder is the beneficial owner of the Subject Common Stock. (b) Xxxxxx, in making the decision to receive the Founder New Shares from the Insiderpursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider Company or any of SPACthe Company’s officers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder New Shares. (bc) This Agreement has been validly authorized, executed and delivered by the Holder Xxxxxx and, assuming the due authorization, execution and delivery thereof by the other party heretoCompany, is a valid and binding agreement enforceable against Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder Xxxxxx does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (cd) The Holder Xxxxxx acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the HolderXxxxxx’s own legal counsel and investment and tax advisors. (de) Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer issuance of Founder the New Shares contemplated hereby is being will be made in reliancereliance on, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (ef) Holder is acquiring the Founder New Shares solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Founder New Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (fg) Xxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder New Shares. Holder is aware that an investment in the Founder New Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder New Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder New Shares for an indefinite period of time and able to sustain a complete loss of such investment. (gh) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder New Shares nor is Investor Holder entitled to or to, and Xxxxxx will accept not accept, any such fee or commission. (hi) Holder understands that the Founder New Shares are being offered and sold will be issued to Investor Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor Holder set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. Holder hereby represents and warrants to the Insider Insiders that: (a) XxxxxxHxxxxx, in making the decision to receive the Founder Shares from the InsiderInsiders, has not relied upon any oral or written representations or assurances from the Insider Insiders or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) Holder is acquiring the Founder Shares solely for investment purposes, for such XxxxxxHxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Founder Shares to or through any person or entity except as may be permitted hereunder. (f) Xxxxxx Hxxxxx is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder Shares. Holder is aware that an investment in the Founder Shares is highly speculative and subject to substantial risks. Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares nor is Investor entitled to or will accept any such fee or commissionShares. (h) Holder understands that the Founder Shares are being offered and sold to Investor Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is Insiders are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor the Holder set forth in this Agreement in order to determine the applicability of such provisions.

Representations of Holder. The Holder hereby represents and warrants to the Insider Company that: (a) XxxxxxThe Holder, in making the decision to enter into this Agreement and receive the Founder Shares Class A Common Stock from the InsiderCompany, has not relied upon any oral or written representations or assurances from the Insider Company or any of SPAC’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Founder SharesClass A Common Stock. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors., has sought such accounting, legal and tax advice as the Holder has considered necessary to make an informed decision with respect to the transactions contemplated by this Agreement, and has not received and is not relying on any statement, representation or warranty made by any person, firm or corporation (including without limitation the Company or its affiliates), other than as expressly set forth in Section 5 herein, in connection with the transactions contemplated by this Agreement (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer issuance of Founder Shares Class A Common Stock contemplated hereby is being will be made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring the Founder Shares Class A Common Stock solely for investment purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted)account, and not with a view to the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Founder Shares Class A Common Stock to or through any person or entity except as may be permitted hereunder. (f) Xxxxxx The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Founder SharesClass A Common Stock. The Holder is aware that an investment in the Founder Shares Class A Common Stock is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Founder Shares, including those Class A Common Stock and the restrictions relating to the Non-Redeemed Shares described or provided for in this Agreement pertaining to transferabilityAgreement. The Holder is able to bear the economic risk of its investment in the Holder Company for an indefinite period of time and able to sustain a complete loss of such investment. (g) The Holder is cognizant of and understands the risks related to the transfer restrictions and voting obligations with respect to the Non-Redeemed Shares provided for in Sections 1 and 2 of this Agreement. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (h) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Founder Shares Share Issuance nor is Investor the Holder entitled to or will accept any such fee or commission. (hi) The Holder understands that the Founder Shares Class A Common Stock are being offered and sold to Investor the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor the Holder set forth in this Agreement in order to determine the applicability of such provisions. (j) The Holder understands that any election of a Designee pursuant to Sections 3(a) and 7 of this Agreement is conditioned upon the Holder and the Designee complying with the requirements set out in Section 7 hereto, including that the Designee executes a Joinder to this Agreement in substantially the form attached hereto as Exhibit A.