Common use of Stockholder Representations and Warranties Clause in Contracts

Stockholder Representations and Warranties. Stockholder hereby represents and warrants to the Company that: (a) Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. (b) The execution of this Agreement has been duly authorized by all necessary actions on the part of Stockholder, and this Agreement has been executed and delivered by, and constitutes a valid, legal, binding and enforceable agreement of, Stockholder, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditor rights. (c) Stockholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”). (d) Stockholder is aware that an investment in Company common stock is speculative and involves a high degree of risk. Stockholder has carefully considered the risks of such investment. (e) Stockholder has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in Company common stock and of protecting its interest in connection with such investment. (f) Stockholder is investing in Company common stock for its own account, for investment purposes only and not with a view to the resale or distribution thereof. Stockholder understands that it must bear the economic risk of such investment for an indefinite period of time because the issuance of the Company common stock by the Company to Stockholder has not been registered under the Act, pursuant to an exemption from registration thereunder, nor under any applicable state securities laws, and such Company common stock may not be sold or transferred by Stockholder in the absence of evidence satisfactory to the Company of compliance with applicable laws, which evidence may include an opinion of counsel satisfactory to the Company that, among other things, the shares of Company common stock have been registered for resale under the Act and all applicable state securities laws or that such registrations are not required. (g) except as expressly set forth herein, (i) Stockholder does not own, beneficially or of record, any shares of the Company’s capital stock, (ii) Stockholder does not own, beneficially or of record, or possess any subscription, warrant, option, convertible security or other right (contingent or other) to purchase or otherwise acquire equity securities or equity related securities of the Company, and (iii) there is no commitment by the Company to issue to Stockholder any shares, subscriptions, warrants, options, convertible or exchangeable securities or other such rights or to distribute to Stockholder any evidence of indebtedness or asset.

Stockholder Representations and Warranties. The Stockholder hereby represents and warrants to the Company thatCapstar as follows: (a) If such Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) If such Stockholder is not an individual, the Stockholder has all the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated by this Agreement. (b) hereby. The execution and delivery of this Agreement has been duly authorized by all necessary actions corporate (or other similar) action on the part of the Stockholder, and this . This Agreement has been duly and validly executed and delivered by, by the Stockholder and constitutes a valid, legallegal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, binding executed and delivered by Capstar), enforceable agreement of, Stockholder, except as may be limited by against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or Laws affecting generally the enforcement of creditor rightscreditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder is an “accredited investor” within with respect to the meaning Stockholder’s execution, delivery or performance of Rule 501 its covenants, agreements or obligations under this Agreement (including, for the avoidance of Regulation D doubt, those covenants, agreements and obligations under this Agreement that relate to the Securities Act provisions of 1933the Business Combination Agreement) or the consummation of the transactions contemplated hereby, as amended (except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the “Act”)absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Stockholder is aware that an investment a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Stockholder or any of its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company common stock is speculative Shares, except, in the case of any of clauses (ii) and involves a high degree (iii) above, as would not adversely affect the ability of risk. the Stockholder has carefully considered the risks to perform, or otherwise comply with, any of such investmentits covenants, agreements or obligations hereunder in any material respect. (e) Stockholder has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in Company common stock and of protecting its interest in connection with such investment. (f) The Stockholder is investing in the record owner of the Subject Company common stock for its own accountShares and has valid, for investment purposes only good and not with a view marketable title to the resale Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or distribution thereofunder the Company Stockholders Agreement). Stockholder understands that it must bear Except for the economic risk of such investment for an indefinite period of time because the issuance Equity Securities of the Company common stock by set forth on Schedule A hereto, together with any other Equity Securities of the Company to that the Stockholder has not been registered under acquires record or beneficial ownership after the Actdate hereof that is either permitted pursuant to, pursuant to an exemption from registration thereunderor acquired in accordance with, nor under any applicable state securities laws, and such Company common stock may not be sold or transferred by Stockholder in Section 5.1(b)(iv) of the absence of evidence satisfactory to the Company of compliance with applicable laws, which evidence may include an opinion of counsel satisfactory to the Company that, among other thingsBusiness Combination Agreement, the shares of Company common stock have been registered for resale under the Act and all applicable state securities laws or that such registrations are not required. (g) except as expressly set forth herein, (i) Stockholder does not own, beneficially or of record, any shares Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreement, the Stockholder does not have the right to acquire any Equity Securities of any Group Company. The Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Stockholders Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer (as defined below) any of the Company’s capital stock, Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares. (f) There is no Proceeding pending or, to the Stockholder’s knowledge, threatened against the Stockholder does not ownthat, beneficially if adversely decided or resolved, would reasonably be expected to adversely affect the ability of recordthe Stockholder to perform, or possess otherwise comply with, any subscriptionof its covenants, warrantagreements or obligations under this Agreement in any material respect. (g) The Stockholder, optionon his, convertible security her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Capstar Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the Capstar Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other right Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (contingent h) In entering into this Agreement and the other Ancillary Documents to which he, she or other) it is or will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to purchase which he, she or otherwise acquire equity securities it is or equity related securities will be a party and no other representations or warranties of any Capstar Party (including, for the avoidance of doubt, none of the Companyrepresentations or warranties of any Capstar Party set forth in the Business Combination Agreement or any other Ancillary Document), any Capstar Non-Party Affiliate or any other Person, either express or implied, and (iii) there the Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is no commitment by or will be a party, none of the Company Capstar Parties, any Capstar Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to issue this Agreement, the Ancillary Documents to Stockholder any shareswhich he, subscriptions, warrants, options, convertible she or exchangeable securities it is or other such rights will be a party or to distribute to Stockholder any evidence of indebtedness the transactions contemplated hereby or assetthereby.

Stockholder Representations and Warranties. The Stockholder hereby represents and warrants to the Company thatRACA as follows: (a) If such Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) If such Stockholder is not an individual, the Stockholder has all the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated by this Agreement. (b) hereby. The execution and delivery of this Agreement has been duly authorized by all necessary actions corporate (or other similar) action on the part of the Stockholder, and this . This Agreement has been duly and validly executed and delivered by, by the Stockholder and constitutes a valid, legallegal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, binding executed and delivered by RACA), enforceable agreement of, Stockholder, except as may be limited by against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or Laws affecting generally the enforcement of creditor rightscreditors' rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder is an “accredited investor” within with respect to the meaning Stockholder's execution, delivery or performance of Rule 501 its covenants, agreements or obligations under this Agreement (including, for the avoidance of Regulation D doubt, those covenants, agreements and obligations under this Agreement that relate to the Securities Act provisions of 1933the Business Combination Agreement) or the consummation of the transactions contemplated hereby, as amended (except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the “Act”)absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Stockholder's Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Stockholder is aware that an investment a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Stockholder or any of its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company common stock is speculative Shares, except, in the case of any of clauses (ii) and involves a high degree (iii) above, as would not adversely affect the ability of risk. the Stockholder has carefully considered the risks to perform, or otherwise comply with, any of such investmentits covenants, agreements or obligations hereunder in any material respect. (e) Stockholder has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in Company common stock and of protecting its interest in connection with such investment. (f) The Stockholder is investing in the record and beneficial owner of the Subject Company common stock for its own accountShares and has valid, for investment purposes only good and not with a view marketable title to the resale Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or distribution thereofunder the Company Stockholders Agreement). Stockholder understands that it must bear Except for the economic risk of such investment for an indefinite period of time because the issuance Equity Securities of the Company common stock by set forth on Schedule A hereto, together with any other Equity Securities of the Company to that the Stockholder has not been registered under acquires record or beneficial ownership after the Actdate hereof that is either permitted pursuant to, pursuant to an exemption from registration thereunderor acquired in accordance with, nor under any applicable state securities laws, and such Company common stock may not be sold or transferred by Stockholder in Section 5.1(b)(iv) of the absence of evidence satisfactory to the Company of compliance with applicable laws, which evidence may include an opinion of counsel satisfactory to the Company that, among other thingsBusiness Combination Agreement, the shares of Company common stock have been registered for resale under the Act and all applicable state securities laws or that such registrations are not required. (g) except as expressly set forth herein, (i) Stockholder does not own, beneficially or of record, any shares Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Stockholders Agreement, the Stockholder does not have the right to acquire any Equity Securities of any Group Company. The Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Stockholders Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Company’s capital stock, Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares. (f) There is no Proceeding pending or, to the Stockholder's knowledge, threatened against the Stockholder does not ownthat, beneficially if adversely decided or resolved, would reasonably be expected to adversely affect the ability of recordthe Stockholder to perform, or possess otherwise comply with, any subscriptionof its covenants, warrantagreements or obligations under this Agreement in any material respect. (g) The Stockholder, optionon his, convertible security her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the RACA Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the RACA Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other right Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (contingent h) In entering into this Agreement and the other Ancillary Documents to which he, she or other) it is or will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to purchase which he, she or otherwise acquire equity securities it is or equity related securities will be a party and no other representations or warranties of any RACA Party (including, for the avoidance of doubt, none of the Companyrepresentations or warranties of any RACA Party set forth in the Business Combination Agreement or any other Ancillary Document), any RACA Non-Party Affiliate or any other Person, either express or implied, and (iii) there the Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is no commitment by or will be a party, none of the Company RACA Parties, any RACA Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to issue this Agreement, the Ancillary Documents to Stockholder any shareswhich he, subscriptions, warrants, options, convertible she or exchangeable securities it is or other such rights will be a party or to distribute to Stockholder any evidence of indebtedness the transactions contemplated hereby or assetthereby.

Stockholder Representations and Warranties. The Stockholder hereby represents and warrants to the Company thatAtlas as follows: (a) If the Stockholder is an entity, the Stockholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder has all the requisite corporate, limited liability company or other similar power and authority (or, if Stockholder is a natural person, Stockholder has the legal capacity) to execute and deliver this Agreement Agreement, to perform his, her or its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated by this Agreement. (b) The hereby. If the Stockholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary actions corporate (or other similar) action on the part of the Stockholder, and this . This Agreement has been duly and validly executed and delivered by, by the Stockholder and constitutes a valid, legallegal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, binding executed and delivered by Atlas), enforceable agreement of, Stockholder, except as may be limited by against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or Laws affecting generally the enforcement of creditor rightscreditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder is an “accredited investor” within with respect to the meaning Stockholder’s execution, delivery or performance of Rule 501 his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of Regulation D doubt, those covenants, agreements and obligations under this Agreement that relate to the Securities Act provisions of 1933the Business Combination Agreement) or the consummation of the transactions contemplated hereby, as amended (except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the “Act”)absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect. (d) None of the execution or delivery of this Agreement by the Stockholder, the performance by the Stockholder of any of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Stockholder is aware that an investment entity, result in any breach of any provision of the Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Stockholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Stockholder or any of his, her or its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company common stock is speculative Shares, except, in the case of any of clauses (ii) and involves a high degree (iii) above, as would not adversely affect the ability of risk. the Stockholder has carefully considered the risks to perform, or otherwise comply with, any of such investmenthis, her or its covenants, agreements or obligations hereunder in any material respect. (e) Stockholder has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in Company common stock and of protecting its interest in connection with such investment. (f) The Stockholder is investing in the record and beneficial owner of the Subject Company common stock for its own accountShares and has valid, for investment purposes only good and not with a view marketable title to the resale Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or distribution thereofunder the Company Stockholders Agreement). Stockholder understands that it must bear Except for the economic risk of such investment for an indefinite period of time because the issuance Equity Securities of the Company common stock by set forth on Schedule A hereto, together with any other Equity Securities of the Company to that the Stockholder has not been registered under acquires record or beneficial ownership after the Act, date hereof that is either permitted pursuant to an exemption from registration thereunder, nor under any applicable state securities laws, or acquired in accordance with Section 5.1(b)(vi) and such Company common stock may not be sold or transferred by Stockholder in Section 5.18 of the absence of evidence satisfactory to the Company of compliance with applicable laws, which evidence may include an opinion of counsel satisfactory to the Company that, among other thingsBusiness Combination Agreement, the shares of Company common stock have been registered for resale under the Act and all applicable state securities laws or that such registrations are not required. (g) except as expressly set forth herein, (i) Stockholder does not own, beneficially or of record, any shares Equity Securities of the Company or have the right to acquire any Equity Securities of the Company’s capital stock. The Stockholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Stockholders Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares. (f) There is no Proceeding pending or, to the Stockholder’s knowledge, threatened against or involving the Stockholder does not ownor any of his, beneficially her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of recordthe Stockholder to perform, or possess otherwise comply with, any subscriptionof its covenants, warrantagreements or obligations under this Agreement in any material respect. (g) The Stockholder, optionon his, convertible security her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Atlas Parties and the transactions contemplated by this Agreement, the Business Combination Agreement and the other right Ancillary Documents and (contingent ii) he, she or otherit has been furnished with or given access to such documents and information about the Atlas Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the other Ancillary Documents to purchase which he, she or otherwise acquire equity securities it is or equity related securities will be a party, the Stockholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of any Atlas Party (including, for the avoidance of doubt, none of the Companyrepresentations or warranties of any Atlas Party set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and (iii) there the Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which he, she or it is no commitment by or will be a party, none of the Company Atlas Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to issue to Stockholder any sharesthis Agreement, subscriptions, warrants, options, convertible the Business Combination Agreement or exchangeable securities the other Ancillary Documents or other such rights the transactions contemplated hereby or to distribute to Stockholder any evidence of indebtedness or assetthereby.

Stockholder Representations and Warranties. The Stockholder hereby represents and warrants to the Company that10X as follows: (a) The Stockholder, if an entity, is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) The Stockholder (i) if an entity, has all the requisite corporate, limited liability company or other similar power and authority or (ii) if a natural person, has the requisite power and authority legal capacity to execute and deliver this Agreement Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to consummate the transactions contemplated by this Agreement. (b) The hereby. If the Stockholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary actions corporate (or other similar) action on the part of the Stockholder, and this . This Agreement has been duly and validly executed and delivered by, by the Stockholder and constitutes a valid, legallegal and binding agreement of the Stockholder (assuming that this Agreement is duly authorized, binding executed and delivered by 10X), enforceable agreement of, Stockholder, except as may be limited by against the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or Laws affecting generally the enforcement of creditor rightscreditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Stockholder is an “accredited investor” within with respect to the meaning Stockholder’s execution, delivery or performance of Rule 501 its covenants, agreements or obligations under this Agreement (including, for the avoidance of Regulation D doubt, those covenants, agreements and obligations under this Agreement that relate to the Securities Act provisions of 1933the Merger Agreement) or the consummation of the transactions contemplated hereby, as amended (except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the “Act”)absence of which would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Stockholder’s entry into this Agreement. (d) None of the execution or delivery of this Agreement by the Stockholder, the performance by the Stockholder of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Stockholder’s organizational and governing documents (if applicable), (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Stockholder is aware that an investment a party, (iii) violate, or constitute a breach under, any Governmental Order or applicable Law to which the Stockholder or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Subject Company common stock is speculative Stock, except, in the case of any of clauses (ii) and involves a high degree (iii) above, as would not adversely affect the ability of risk. the Stockholder has carefully considered the risks to perform, or otherwise comply with, any of such investmentits covenants, agreements or obligations hereunder in any material respect. (e) Stockholder has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in Company common stock and of protecting its interest in connection with such investment. (f) The Stockholder is investing in the record and beneficial owner of the Subject Company common stock for its own accountStock and has valid, for investment purposes only good and not with a view marketable title to the resale Subject Company Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or distribution thereofunder the African Agriculture Organizational Documents). Except for the equity securities of African Agriculture set forth on Schedule A hereto, together with any other equity securities of African Agriculture that the Stockholder understands acquires record or beneficial ownership of after the date hereof that it must bear the economic risk of such investment for an indefinite period of time because the issuance is either permitted pursuant to, or acquired in accordance with, Section 6.01 of the Company common stock by the Company to Stockholder has not been registered under the Act, pursuant to an exemption from registration thereunder, nor under any applicable state securities laws, and such Company common stock may not be sold or transferred by Stockholder in the absence of evidence satisfactory to the Company of compliance with applicable laws, which evidence may include an opinion of counsel satisfactory to the Company that, among other thingsMerger Agreement, the shares of Company common stock have been registered for resale under the Act and all applicable state securities laws or that such registrations are not required. (g) except as expressly set forth herein, (i) Stockholder does not own, beneficially or of record, any shares equity securities of African Agriculture. The Stockholder does not own any right to acquire any equity securities of African Agriculture (except in its capacity as a stockholder). The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Company’s capital stock, Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Stock, in each case, that could reasonably be expected to (x) impair the ability of the Stockholder does not ownto perform its obligations under this Agreement or (y) prevent, beneficially impede or delay the consummation of recordany of the transactions contemplated by this Agreement. (f) There is no Action pending or, to the Stockholder’s knowledge, threatened against the Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Stockholder to perform, or possess otherwise comply with, any subscriptionof its covenants, warrantagreements or obligations under this Agreement in any material respect. (g) The Stockholder, optionon its own behalf and on behalf of its Representatives, convertible security acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, 10X and (ii) it has been furnished with or given access to such documents and information about 10X and its respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other right Ancillary Agreements to which it is or will be a party and the transactions contemplated hereby and thereby. (contingent h) In entering into this Agreement and the other Ancillary Agreements to which it is or other) will be a party, the Stockholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to purchase which it is or otherwise acquire equity securities will be a party and no other representations or equity related securities warranties of 10X or Merger Sub (including, for the avoidance of doubt, none of the Companyrepresentations or warranties of 10X set forth in the Merger Agreement or any other Ancillary Agreement), any of their respective Affiliates or any other Person, either express or implied, and (iii) there the Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Agreements to which it is no commitment by or will be a party, none of 10X, Merger Sub, any of their respective Affiliates or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Company Ancillary Agreements to issue to Stockholder any shares, subscriptions, warrants, options, convertible which it is or exchangeable securities will be a party or other such rights the transactions contemplated hereby or to distribute to Stockholder any evidence of indebtedness or assetthereby.