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 5,630,000 issued and outstanding Class B Shares. (b) The Sponsor has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. (c) The execution and delivery of this Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by the Sponsor. (d) This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Agreement has been duly authorized, executed and delivered by the other parties hereto, this 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.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds 5,630,000 issued owns the Surrendered Shares and outstanding Class B SharesSurrendered Warrants free and clear of all Encumbrances. (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. (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.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) a. The Sponsor holds 5,630,000 issued owns the Surrendered Shares free and outstanding Class B Sharesclear of all Liens. (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. (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.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds 5,630,000 all of the issued and outstanding Parent Class B SharesCommon 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. (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.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows: (a) The Sponsor holds 5,630,000 issued 2,875,000 shares of Parent Class A Common Stock, and outstanding no shares of Parent Class B SharesCommon stock 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. (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.