Common use of SPAC’s Investigation and Reliance Clause in Contracts

SPAC’s Investigation and Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC and its Representatives have been provided with full and complete access to the properties, offices, plants and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company and any Company Subsidiary and the Transactions. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule). None of the Company, Merger Sub nor any of their respective stockholders, affiliates or Representatives shall have any liability to SPAC or any of their respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. None of the Company, Merger Sub nor any of their respective stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub and/or any other Company Subsidiary.

SPAC’s Investigation and Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have SPAC has engaged for such purpose. SPAC and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants plans and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company and any the Company Subsidiary Subsidiaries and the Transactions. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule)Letter) or in any certificate delivered by the Company pursuant to this Agreement. None of Neither the Company, Merger Sub Company nor any of their respective stockholdersits equity holders, affiliates Affiliates or Representatives shall have any liability to SPAC or any of their respective stockholdersits equity holders, affiliates Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” ”, management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in Article IV (as modified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement. None of SPAC acknowledges that neither the Company, Merger Sub Company nor any of their respective stockholdersits equity holders, affiliates Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub Company and/or any other Company Subsidiary.

SPAC’s Investigation and Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any the Company Subsidiary Subsidiaries and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any the Company Subsidiary Subsidiaries and other information that they have requested in connection with their investigation of the Company, the Company and any Company Subsidiary Subsidiaries and the Transactions. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of the Company Subsidiary Subsidiaries or any of their respective RepresentativesRepresentatives (including the Company Shareholders), except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule). None of Neither the Company, Merger Sub Company nor any of their respective stockholdersits shareholders, affiliates or Representatives shall have any liability to SPAC or any of their its respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its RepresentativesSPAC, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. None of Neither the Company, Merger Sub Company nor any of their respective stockholdersits shareholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub and/or any other Company Subsidiaryand the Company Subsidiaries.

SPAC’s Investigation and Reliance. Each of SPAC, New Holdco and New SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and analysis were conducted by SPAC, New Holdco and New SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC, New Holdco, New SPAC and its their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company and any the Company Subsidiary Subsidiaries and the Transactions. None of SPAC, New Holdco or New SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article IV 3 or Article 4 (as modified by the Seller Company Disclosure Schedule and Company Disclosure Schedule), respectively) or in any certificate delivered by the Company pursuant to this Agreement. None of Neither the Company, Merger Sub Company nor any of their its respective stockholders, affiliates Affiliates or Representatives shall have any liability to SPAC, New Holdco or New SPAC or any of their respective stockholdersshareholders, affiliates stockholders or other equityholders (as applicable), Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC, New Holdco or New SPAC or any of its their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. None of SPAC, New Holdco and New SPAC acknowledge that neither the Company, Merger Sub Company nor any of their respective its stockholders, affiliates Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub Company and/or any other Company Subsidiary.

SPAC’s Investigation and Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company, the Company and any Company Subsidiary Subsidiaries and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have SPAC has engaged for such purpose. SPAC and its Representatives have been provided with full and complete adequate access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any the Company Subsidiary Subsidiaries and other information that they have requested in connection with their investigation of the Company, the Company and any Company Subsidiary Subsidiaries and the Transactions. SPAC has not relied on or is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule). None of Neither the Company, Merger Sub Company nor any Company Subsidiary nor any of their respective stockholderssecurityholders, affiliates Affiliates or Representatives shall have any liability to SPAC or any of their respective stockholdersits securityholders, affiliates Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. None of Neither the Company, Merger Sub Company nor any of their respective stockholdersits securityholders, affiliates Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub and/or Company or any other Company Subsidiary.

SPAC’s Investigation and Reliance. SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and Company, any Company Subsidiary Subsidiary, NewCo, Merger Sub and the Transactions, which investigation, review and analysis were conducted by SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company, the Company and any Company Subsidiary Subsidiaries, NewCo, Merger Sub and the Transactions. SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or Company, any Company Subsidiary Subsidiary, NewCo, Merger Sub or any of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule)) or in any certificate delivered by the Company pursuant to this Agreement. None of the Company, NewCo, Merger Sub nor any of their respective stockholders, affiliates Affiliates or Representatives shall have any liability to SPAC or any of their its respective stockholders, affiliates Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. None SPAC acknowledges that none of the Company, NewCo, Merger Sub nor any of their respective stockholders, affiliates Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub and/or any other Company Subsidiary, NewCo and/or Merger Sub.

SPAC’s Investigation and Reliance. Each of SPAC, Dutch Holdco and New SPAC is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and analysis were conducted by SPAC, Dutch Holdco and New SPAC together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC, Dutch Holdco, New SPAC and its their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection with their investigation of the Company and any the Company Subsidiary Subsidiaries and the Transactions. None of SPAC, Dutch Holdco or New SPAC is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any of their respective Representatives, except as expressly set forth in Article III or Article IV (as modified by the Seller Company Disclosure Schedule and Company Disclosure Schedule), respectively) or in any certificate delivered by the Company pursuant to this Agreement. None of Neither the Company, Merger Sub Company nor any of their its respective stockholders, affiliates Affiliates or Representatives shall have any liability to SPAC, Dutch Holdco or New SPAC or any of their respective stockholders, affiliates Affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC, Dutch Holdco or New SPAC or any of its their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. None of SPAC, Dutch Holdco and New SPAC acknowledge that neither the Company, Merger Sub Company nor any of their respective its stockholders, affiliates Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, Merger Sub Company and/or any other Company Subsidiary.