Common use of Sponsor Representations and Warranties Clause in Contracts

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds all of the issued and outstanding Parent Class B Common Stock. (b) The Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. (c) The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by the Sponsor. (d) This Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of the Sponsor enforceable against it in accordance with its terms.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds all 2,875,000 shares of the issued Parent Class A Common Stock, and outstanding no shares of Parent Class B Common Stockstock are outstanding. (b) The Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. (c) The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by the Sponsor. (d) This Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of the Sponsor enforceable against it in accordance with its terms.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds owns the Surrendered Shares and Surrendered Warrants free and clear of all of the issued and outstanding Parent Class B Common StockEncumbrances. (b) The Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. (c) . The execution and delivery of this Sponsor Agreement has have been, and the consummation of the transactions contemplated hereby have has been, duly authorized by all requisite action by the Sponsor. (d) . This Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of the Sponsor enforceable against it in accordance with its terms.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) a. The Sponsor holds owns the Surrendered Shares free and clear of all of the issued and outstanding Parent Class B Common StockLiens. (b) b. The Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. (c) . The execution and delivery of this Sponsor Agreement has have been, and the consummation of the transactions contemplated hereby have has been, duly authorized by all requisite action by the Sponsor. (d) . This Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of the Sponsor enforceable against it in accordance with its terms.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds all of the 5,630,000 issued and outstanding Parent Class B Common StockShares. (b) The Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. (c) The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by the Sponsor. (d) This Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of the Sponsor enforceable against it in accordance with its terms. (e) The Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.