Common use of Sponsor’s Representations, Warranties and Agreements Clause in Contracts

Sponsor’s Representations, Warranties and Agreements. To induce Pubco to issue the Backstop Shares to Sponsor, Sponsor hereby represents and warrants to Pubco and SPAC and acknowledges and agrees with Pubco and SPAC as follows: (a) Sponsor has been duly formed or incorporated and is validly existing and, where such concept is recognized, in good standing under the laws of its jurisdiction of incorporation or formation, with all corporate power and authority to (i) own, lease and operate its properties and conduct its business as presently conducted and (ii) enter into, deliver and perform its obligations under this Agreement. (b) This Agreement has been duly authorized, validly executed and delivered by Sponsor. Assuming that this Agreement constitutes the valid and binding agreement of Pubco and SPAC, this Agreement is the valid and binding obligation of Sponsor and is enforceable against Sponsor in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (c) The execution, delivery and performance by Sponsor of this Agreement and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Sponsor or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Sponsor or any of its subsidiaries is a party or by which Sponsor or any of its subsidiaries is bound or to which any of the property or assets of Sponsor or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on Sponsor’s ability to enter into and timely perform its obligations under this Agreement (a “Sponsor Material Adverse Effect”), (ii) result in any violation of the provisions of the Organizational Documents of Sponsor or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Sponsor or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Sponsor Material Adverse Effect. (d) Sponsor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) satisfying the applicable requirements set forth on Schedule I, (ii) is acquiring the Backstop Shares only for its own account and not for the account of others, or if Sponsor is subscribing for the Backstop Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited investor” and Sponsor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account and (iii) is not acquiring the Backstop Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule I following the signature page hereto) and is not a party to or bound by a binding commitment to sell or otherwise dispose of the Backstop Shares. Sponsor acknowledges that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). The information provided by Sponsor on Schedule I is true and correct in all respects. (e) Sponsor understands that the Backstop Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of the Backstop Shares have not been registered under the Securities Act. Sponsor understands that the Backstop Shares may not be resold, transferred, pledged or otherwise disposed of by Sponsor absent an effective registration statement under the Securities Act, except (i) to Pubco or a subsidiary thereof, (or (ii) pursuant to an exemption from the registration requirements of the Securities Act, and in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book entries representing the Backstop Shares shall contain a legend to such effect. Sponsor acknowledges that the Backstop Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Sponsor understands and agrees that the Backstop Shares will be subject to the foregoing transfer restrictions and, as a result, Sponsor may not be able to readily resell the Backstop Shares and may be required to bear the financial risk of an investment in the Backstop Shares for an indefinite period of time. Sponsor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Backstop Shares. (f) Sponsor is purchasing the Backstop Shares directly from Pubco. Sponsor further acknowledges that there have been no representations, warranties, covenants or agreements made to Sponsor by Pubco, SPAC, the Company or any of their respective affiliates, officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements of Pubco and SPAC expressly set forth in this Agreement, and Sponsor is not relying on any representations, warranties or covenants other than those expressly set forth in this Agreement. (g) Sponsor’s acquisition and holding of the Backstop Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. (h) In making its decision to purchase the Backstop Shares, Sponsor has relied solely upon an independent investigation made by Sponsor and each of Pubco’s and SPAC’s representations, warranties and agreements contained in Section 3.1 and Section 3.2

Sponsor’s Representations, Warranties and Agreements. To induce Pubco to issue the Backstop Shares to Sponsor, The Sponsor hereby represents and warrants to Pubco Anzu and SPAC and acknowledges and agrees with Pubco and SPAC Holder as follows: (ai) The Sponsor has been is a limited liability company duly formed or incorporated and is formed, validly existing and, where such concept is recognized, and in good standing under the laws of its jurisdiction the State of incorporation or formation, with all corporate Delaware. (ii) The Sponsor has the requisite limited liability company power and authority to (i) own, lease execute and operate its properties and conduct its business as presently conducted and (ii) enter into, deliver and perform its obligations under this Agreement. (b) This Agreement has been duly authorized, validly executed and delivered by Sponsor. Assuming that this Agreement constitutes and to consummate the valid transactions contemplated hereby. The execution and binding agreement of Pubco and SPAC, this Agreement is the valid and binding obligation of Sponsor and is enforceable against Sponsor in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (c) The execution, delivery and performance by Sponsor of this Agreement and the consummation of the transactions contemplated herein do not hereby have been duly authorized by all necessary limited liability company action on the part of the Sponsor. This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes the valid, legal and binding agreements of the Sponsor (assuming this Agreement has been, upon execution hereof, duly authorized, executed and delivered by Axxx and the Holder), enforceable against the Sponsor in accordance with its terms (except as enforceability is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other applicable laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (iii) The Sponsor (or its designees) is the beneficial owner of the Non-Redemption Support Shares and will transfer them to the Holders pursuant to the terms of this Agreement free and clear of any Liens, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 1(d) hereof. (iv) The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not (i) violate any provision of, or result in the breach of, any applicable law to which Sponsor is subject or by which any property or asset of Sponsor is bound, (ii) conflict with or result in a breach or violation of any the limited liability company agreement of the terms or provisions ofSponsor, or constitute a default under, (iii) violate any provision of or result in the creation breach, default or imposition of acceleration under any lien, charge or encumbrance contract binding upon any of the property or assets of Sponsor or its equity securities or, require any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license consent or approval that has not been given or other agreement action that has not been taken by any person, except in the case of clause (i) or instrument to which Sponsor or any of its subsidiaries is a party or by which Sponsor or any of its subsidiaries is bound or to which any of the property or assets of Sponsor or any of its subsidiaries is subject(iii) directly above, which as would not reasonably be expected to have a material adverse effect on Sponsor’s ability to enter into and timely perform prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement (a “Sponsor Material Adverse Effect”), (ii) result in any violation of the provisions of the Organizational Documents of Sponsor or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Sponsor or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Sponsor Material Adverse Effect. (d) Sponsor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) satisfying the applicable requirements set forth on Schedule I, (ii) is acquiring the Backstop Shares only for its own account and not for the account of others, or if Sponsor is subscribing for the Backstop Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited investor” and Sponsor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account and (iii) is not acquiring the Backstop Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule I following the signature page hereto) and is not a party to or bound by a binding commitment to sell or otherwise dispose of the Backstop Shares. Sponsor acknowledges that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). The information provided by Sponsor on Schedule I is true and correct in all respects. (e) Sponsor understands that the Backstop Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of the Backstop Shares have not been registered under the Securities Act. Sponsor understands that the Backstop Shares may not be resold, transferred, pledged or otherwise disposed of by Sponsor absent an effective registration statement under the Securities Act, except (i) to Pubco or a subsidiary thereof, (or (ii) pursuant to an exemption from the registration requirements of the Securities Act, and in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book entries representing the Backstop Shares shall contain a legend to such effect. Sponsor acknowledges that the Backstop Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Sponsor understands and agrees that the Backstop Shares will be subject to the foregoing transfer restrictions and, as a result, Sponsor may not be able to readily resell the Backstop Shares and may be required to bear the financial risk of an investment in the Backstop Shares for an indefinite period of time. Sponsor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Backstop Shares. (f) Sponsor is purchasing the Backstop Shares directly from Pubco. Sponsor further acknowledges that there have been no representations, warranties, covenants or agreements made to Sponsor by Pubco, SPAC, the Company or any of their respective affiliates, officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements of Pubco and SPAC expressly set forth in this Agreement, and Sponsor is not relying on any representations, warranties or covenants other than those expressly set forth in this Agreement. (g) Sponsor’s acquisition and holding of the Backstop Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. (h) In making its decision to purchase the Backstop Shares, Sponsor has relied solely upon an independent investigation made by Sponsor and each of Pubco’s and SPAC’s representations, warranties and agreements contained in Section 3.1 and Section 3.2

Sponsor’s Representations, Warranties and Agreements. To induce Pubco Subscriber to issue receive the Backstop Shares to SponsorTransferring Warrants, Sponsor hereby represents and warrants to Pubco and SPAC and acknowledges Subscriber and agrees with Pubco and SPAC Subscriber as follows: (a) Sponsor has been is a business company duly formed or incorporated and is incorporated, validly existing and, where such concept is recognized, and in good standing under the laws of its jurisdiction of incorporation the British Virgin Islands. Sponsor has all power (corporate or formation, with all corporate power otherwise) and authority to (i) own, lease and operate its properties and conduct its business as presently conducted and (ii) to enter into, deliver and perform its obligations under this Subscription Agreement. (b) This Subscription Agreement has been duly authorized, validly executed and delivered by Sponsor. Assuming Sponsor and, assuming that this Subscription Agreement constitutes the valid and binding agreement obligation of Pubco and SPACSubscriber, this Agreement is the valid and binding obligation of Sponsor and is enforceable against Sponsor it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, generally and (ii) principles of equity, whether considered at law or equity. (c) The execution, delivery and performance of this Subscription Agreement (including compliance by Sponsor with all of this Agreement the provisions hereof),transfer of the Transferring Warrants and the consummation of the certain other transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Sponsor or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Sponsor or any of its subsidiaries is a party or by which Sponsor or any of its subsidiaries is bound or to which any of the property or assets of Sponsor or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on Sponsor’s the ability of Sponsor to enter into and timely perform its obligations under this Subscription Agreement (a “Sponsor Material Adverse Effect”), (ii) result in any violation of the provisions of the Organizational Documents organizational documents of Sponsor or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Sponsor or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Sponsor Material Adverse Effect. (d) As of immediately prior to Closing, Sponsor will be the legal and beneficial owner of [●] Transferring Warrants, all of which Transferring Warrants will be owned by Sponsor free and clear of any Liens other than those imposed under the Sponsor’s Organizational Documents, the Warrant Agreement and applicable securities Laws. After giving effect to the Warrant Transfer, the Subscriber shall own the Transferring Warrants, each exercisable to purchase one existing Ordinary Share at $11.50 per share, free and clear of any Liens other than those imposed under the Sponsor’s Organizational Documents, the Warrant Agreement and applicable securities Laws. e) Sponsor is not (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) person or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) satisfying the applicable requirements set forth entity named on Schedule I, any OFAC Lists; (ii) is acquiring the Backstop Shares only for its own account and not for the account of othersowned or controlled by, or if Sponsor is subscribing for the Backstop Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited investor” and Sponsor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements herein acting on behalf of each owner of each such account and of, a person, that is named on an OFAC List; (iii) is not acquiring the Backstop Shares with a view toorganized, incorporated, established, located, resident or born in, or for offer a citizen, national, or sale in connection withthe government, including any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule I following the signature page hereto) and is not a party to political subdivision, agency, or bound by a binding commitment to sell or otherwise dispose of the Backstop Shares. Sponsor acknowledges that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). The information provided by Sponsor on Schedule I is true and correct in all respects. (e) Sponsor understands that the Backstop Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of the Backstop Shares have not been registered under the Securities Act. Sponsor understands that the Backstop Shares may not be resold, transferred, pledged or otherwise disposed of by Sponsor absent an effective registration statement under the Securities Act, except (i) to Pubco or a subsidiary instrumentality thereof, (of, Cuba, Iran, North Korea, Syria, Crimea, or (ii) pursuant any other country or territory embargoed or subject to an exemption from the registration requirements of the Securities Act, and in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of substantial trade restrictions by the United States, and that any book entries representing the Backstop Shares shall contain or (iv) a legend to such effect. Sponsor acknowledges that the Backstop Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Sponsor understands and agrees that the Backstop Shares will be subject to the foregoing transfer restrictions and, Designated National as a result, Sponsor may not be able to readily resell the Backstop Shares and may be required to bear the financial risk of an investment defined in the Backstop Shares for an indefinite period of time. Sponsor understands that it has been advised to consult legal counsel prior to making any offerCuban Assets Control Regulations, resale, pledge or transfer of any of the Backstop Shares31 C.F.R. Part 515. (f) Neither Sponsor nor any person acting on its behalf is purchasing under any obligation to pay any broker’s fee or finder’s fee or commission in connection with the Backstop Shares directly from Pubco. Sponsor further acknowledges that there have been no representations, warranties, covenants or agreements made to Sponsor by Pubco, SPAC, the Company or any of their respective affiliates, officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements of Pubco and SPAC expressly set forth in this Agreement, and Sponsor is not relying on any representations, warranties or covenants other than those expressly set forth in this AgreementWarrant Transfer. (g) Sponsor’s acquisition and holding of the Backstop Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. (h) In making its decision to purchase the Backstop Shares, Sponsor has relied solely upon an independent investigation made by Sponsor and each not executed this Agreement in the Republic of Pubco’s and SPAC’s representations, warranties and agreements contained in Section 3.1 and Section 3.2Cyprus.