Common use of REPRESENTATIONS AND WARRANTIES OF SPAC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants as of the date hereof to the Investor as follows: (a) SPAC is duly organized, validly existing and in good standing under the laws of the State of Delaware, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of SPAC or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) SPAC management and its representatives and advisors have undertaken customary and commercially reasonable efforts in its business, legal, accounting, and other due diligence investigation in determining that SVH was and continues to be an appropriate target for a business combination. (d) No event or series of related events that has caused or would reasonably be expected to cause, individually or in the aggregate, a SPAC Material Adverse Effect, has occurred or is continuing. (e) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with this Agreement. (f) There is no action pending against the SPAC or, to the SPAC’s knowledge, threatened against the SPAC, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. (g) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SPAC set forth in this Agreement.

REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants as of the date hereof to the Investor as follows: (a) SPAC is duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company corporate actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy LawLaws, other similar Law Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of SPAC SPAC, (ii) result in a violation of any law, rule, regulation, order, judgment or decree or (iiiii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) As of the date of this Agreement, the authorized capital stock of SPAC management and its representatives and advisors have undertaken customary and commercially reasonable efforts in its businessconsists of (i) 500,000,000 shares of Class A common stock par value $0.0001 per share (“SPAC Class A Shares”), legal, accounting(ii) 20,000,000 shares of Class B common stock par value $0.0001 per share (“SPAC Class B Shares”), and other due diligence investigation in determining that SVH was and continues to be an appropriate target for a business combination. (diii) No event or series 5,000,000 shares of related events that has caused or would reasonably be expected to cause, individually or in preferred stock par value $0.0001 per share (“SPAC Preferred Shares”). As of the aggregate, a SPAC Material Adverse Effect, has occurred or is continuing. (e) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with date of this Agreement. , (fA) There is 41,400,000 SPAC Class A Shares are issued and outstanding, (B) 10,350,000 SPAC Class B Shares are issued and outstanding, and (C) no action pending against SPAC Preferred Shares are issued and outstanding. All issued and outstanding SPAC Class A Shares and SPAC Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable. Except as set forth above and pursuant to the Subscription Agreements, the SPAC orWarrants, the Merger Agreement and the other agreements and arrangements referred to therein, and any report filed by SPAC with the SEC (the “SEC Reports”), as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from SPAC any SPAC Class A Shares, SPAC Class B Shares, SPAC Preferred Shares or other equity interests in SPAC, or securities convertible into or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the New Investor Shares pursuant to this Agreement. As of the date hereof, SPAC has no subsidiaries, other than Merger Sub, and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which SPAC is a party or by which it is bound relating to the SPAC’s knowledge, threatened against the voting of any securities of SPAC, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. other than (g1) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SPAC as set forth in this the SEC Reports, and (2) as contemplated by the Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF SPAC. In connection with the transactions contemplated by this Agreement, SPAC hereby represents and warrants to the Purchasers as follows as of the date hereof to the Investor as followshereof: (a) 6.1. SPAC has been duly incorporated and is duly organized, validly existing and as a corporation in good standing under the laws of its jurisdiction of incorporation and following the State Domestication shall be validly existing as a corporation in good standing under the DGCL, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement. 6.2. The Conversion Shares have been duly authorized and, when issued and delivered to the Purchasers against full payment therefor in accordance with the terms of Delawarethis Agreement and registered with SPAC’s transfer agent, the Conversion Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under SPAC’s amended and restated certificate of incorporation or under the DGCL. 6.3. This Agreement has been duly authorized, executed and delivered by SPAC and is enforceable against 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 and (ii) principles of equity, whether considered at law or equity. 6.4. Subject to obtaining all required approvals necessary in connection with the performance of the Merger Agreement (including the approval of SPAC’s stockholders for the Merger Agreement and the related transactions including the transactions contemplated by this Agreement) and any required applications and approvals pursuant to the applicable rules of Nasdaq (together, the “Required Approvals”), the execution, delivery and performance of this Agreement Agreement, issuance and sale of the Conversion Shares and the consummation of the certain other transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder herein will not, 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 the SPAC pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the SPAC is bound or to which any of the property or assets of the SPAC is subject, (ii) result in any violation of the provisions of the organizational documents of SPAC (after Domestication) or (iiiii) require result in any consent violation of any Law or approval that has not been given any judgment, order, rule or other action that has not been taken by regulation of any personcourt or governmental agency or body, domestic or foreign, having jurisdiction over SPAC or any of its properties or assets, in the case of each case to the extent such consentof clauses (i) and (iii), approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) SPAC management and its representatives and advisors have undertaken customary and commercially reasonable efforts in its business, legal, accounting, and other due diligence investigation in determining that SVH was and continues to be an appropriate target for a business combination. (d) No event or series of related events that has caused or would reasonably be expected to causehave a material adverse effect on the validity of the Conversion Shares or the legal authority or ability of SPAC to perform in all material respects its obligations under this Agreement (a “SPAC Material Adverse Effect”). 6.5. Subject to obtaining the Required Approvals, SPAC is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Agreement (including, without limitation, the issuance of the Conversion Shares), other than filings required by applicable state securities laws and filings the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a SPAC Company Material Adverse Effect, has occurred or is continuing. (e) No broker or finder 6.6. Assuming the accuracy of the Company’s representations and warranties set forth in Section 5 and each Purchaser’s representations and warranties set forth in Section 7, no registration under the Securities Act is entitled required for the offer and sale of the Conversion Shares by SPAC to any brokerage or finder’s fee or commission solely in connection with this AgreementPurchasers. (f) There 6.7. Neither SPAC, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any SPAC security or solicited any offers to buy any security under circumstances that would adversely affect reliance by SPAC on an exemption from registration for the transactions contemplated hereby under the Securities Act or would require registration of the issuance of the Conversion Shares under the Securities Act 6.8. No Disqualification Event is no action pending against the applicable to SPAC or, to the SPAC’s knowledge, threatened against any SPAC Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the SPACSecurities Act is applicable. SPAC has complied, before to the extent applicable, with any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by SPAC of its disclosure obligations under this AgreementRule 506(e) under the Securities Act. “SPAC Covered Person” means, with respect to SPAC as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act. (g) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SPAC set forth in this Agreement.

REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants as of the date hereof to the Investor as follows: (a) SPAC is duly organized, validly existing and in good standing under the laws of the State of Delaware, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of SPAC or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) SPAC management and its representatives and advisors have undertaken customary and commercially reasonable efforts in its business, legal, accounting, and other due diligence investigation in determining that SVH Alternus was and continues to be an appropriate target for a business combination. (d) No event or series of related events that has caused or would reasonably be expected to cause, individually or in the aggregate, a SPAC Purchaser Material Adverse Effect, has occurred or is continuing. (e) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with this Agreement. (f) There is no action pending against the SPAC or, to the SPAC’s knowledge, threatened against the SPAC, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. (g) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SPAC set forth in this Agreement.

REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants as of the date hereof to the Investor as follows: (a) SPAC is duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company corporate actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesEnforceability Exceptions). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder hereunder, including the issuance of the New Investor Shares, will not, (i) conflict with or result in a violation of the organizational documents of SPAC or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) The New Investor Shares will, as of their date of issue, (i) be duly authorized by SPAC management and its representatives be validly issued, fully paid and advisors non-assessable, (ii) not have undertaken customary and commercially reasonable efforts been issued in its businessviolation of or subject to any preemptive or similar rights created under SPAC’s Governing Documents, legal, accountingunder Law or otherwise, and (iii) not be subject to any Liens or any other due diligence investigation in determining that SVH was limitations or restrictions on transferability, other than pursuant to (A) this Agreement, (B) SPAC’s Governing Documents, (C) the Business Combination Agreement, (D) the Investor Rights Agreement, and continues to be an appropriate target for a business combination(E) any applicable securities laws. (d) No event or series As of related events that has caused or would reasonably be expected to cause, individually or in the aggregate, a SPAC Material Adverse Effect, has occurred or is continuing. (e) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with date of this Agreement. , the authorized capital stock of SPAC consists of (fi) There is 60,000,000 shares of Class A Common Stock, (ii) 10,000,000 shares of Class B Common Stock, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”). As of the date of this Agreement, (A) [6,234,582] shares of Class A Common Stock are issued and outstanding, (B) no action pending against the SPAC orshares of Class B Common Stock are issued and outstanding, and (C) no Preferred Shares are issued and outstanding. All issued and outstanding shares of Class A Common Stock have been duly authorized and validly issued, are fully paid and are non-assessable. Except as set forth above and pursuant to the SPAC’s knowledgeSubscription Agreements, threatened against the non-redemption agreements entered into as of the date of this Agreement with certain other holders of Class A Common Stock, the Business Combination Agreement and the other agreements and arrangements referred to therein, and any report filed by SPAC with the SEC (the “SEC Reports”), as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from SPAC any Class A Common Stock, Class B Common Stock, Preferred Shares or other equity interests in SPAC, before any courtor securities convertible into or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the New Investor Shares pursuant to this Agreement. As of the date hereof, arbitrator SPAC has no subsidiaries, other than Merger Sub, and does not own, directly or governmental authorityindirectly, which interests or investments (whether equity or debt) in any manner challenges person, whether incorporated or seeks to prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. (g) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, unincorporated. There are no shareholder agreements, acknowledgments and voting trusts or other agreements or understandings to which SPAC is a party or by which it is bound relating to the voting of SPAC any securities of SPAC, other than (1) as set forth in this the SEC Reports, and (2) as contemplated by the Business Combination Agreement.

REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants as to each of the date hereof to the Investor Stockholders as follows: (a) The execution and delivery by SPAC is duly organized, validly existing and in good standing under the laws of the State of Delawarethis Agreement does not, and the execution, delivery and performance of this Agreement by SPAC will not, (i) conflict with or violate the governing documents of SPAC, (ii) conflict with or violate any Law applicable to SPAC, (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC is bound or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, consents, approvals, authorizations, permits or filings or other occurrences that, individually or in the aggregate, are not reasonably expected to prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement. (b) SPAC has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by SPAC of this Agreement, the performance by SPAC of its obligations hereunder and the consummation by SPAC of the transactions contemplated hereby are within SPAC’s corporate powers and hereby, have been duly and validly authorized by all necessary exempted company corporate action and no other corporate actions on the part of SPACSPAC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investorother parties hereto, this Agreement constitutes a legally legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with the its terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of SPAC or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case subject to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this AgreementRemedies Exceptions. (c) The SPAC management Board has approved the acquisition of New SPAC Common Stock by the Stockholders in the Merger for purposes of Section 203 of the Delaware General Corporation Law and its representatives and advisors have undertaken customary and commercially reasonable efforts in its business, legal, accounting, and other due diligence investigation in determining that SVH was and continues to be an appropriate target for a no “business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws apply or will apply to SPAC by reason of this Agreement, the BCA, the Merger or any of the transactions contemplated hereby or thereby. (d) No event or series of related events that has caused or would reasonably be expected SPAC has, jointly with the Company, delivered to cause, individually or in the aggregate, a SPAC Material Adverse Effect, has occurred or is continuing. (e) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with this Agreement. (f) There is no action pending against the SPAC or, to the SPAC’s knowledge, threatened against the SPAC, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. (g) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy each of the representationsStockholders a true, warrantiescorrect and complete copy of the execution version of each of the BCA and the Registration Rights and Lock-Up Agreement, agreementsin each case, acknowledgments including all schedules, exhibits and understandings of SPAC set forth in this Agreementannexes thereto.

REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants as of the date hereof to the Investor as follows: (a) SPAC is duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company corporate actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesEnforceability Exceptions). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder hereunder, including the issuance of the New Investor Shares, will not, (i) conflict with or result in a violation of the organizational documents of SPAC or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) The New Investor Shares will, as of their date of issue, (i) be duly authorized by SPAC management and its representatives be validly issued, fully paid and advisors non-assessable, (ii) not have undertaken customary and commercially reasonable efforts been issued in its businessviolation of or subject to any preemptive or similar rights created under SPAC’s Governing Documents, legal, accountingunder Law or otherwise, and (iii) not be subject to any Liens or any other due diligence investigation in determining that SVH was limitations or restrictions on transferability, other than pursuant to (A) this Agreement, (B) SPAC’s Governing Documents, (C) the Business Combination Agreement, (D) the Investor Rights Agreement, and continues to be an appropriate target for a business combination(E) any applicable securities laws. (d) No event or series As of related events that has caused or would reasonably be expected to cause, individually or in the aggregate, a SPAC Material Adverse Effect, has occurred or is continuing. (e) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with date of this Agreement. , the authorized capital stock of SPAC consists of (fi) There is 60,000,000 shares of Class A Common Stock, (ii) 10,000,000 shares of Class B Common Stock, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”). As of the date of this Agreement, (A) 6,234,582 shares of Class A Common Stock are issued and outstanding, (B) no action pending against the SPAC orshares of Class B Common Stock are issued and outstanding, and (C) no Preferred Shares are issued and outstanding. All issued and outstanding shares of Class A Common Stock have been duly authorized and validly issued, are fully paid and are non-assessable. Except as set forth above and pursuant to the SPAC’s knowledgeSubscription Agreements, threatened against the non-redemption agreements entered into as of the date of this Agreement with certain other holders of Class A Common Stock, the Business Combination Agreement and the other agreements and arrangements referred to therein, and any report filed by SPAC with the SEC (the “SEC Reports”), as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from SPAC any Class A Common Stock, Class B Common Stock, Preferred Shares or other equity interests in SPAC, before any courtor securities convertible into or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the New Investor Shares pursuant to this Agreement. As of the date hereof, arbitrator SPAC has no subsidiaries, other than Merger Sub, and does not own, directly or governmental authorityindirectly, which interests or investments (whether equity or debt) in any manner challenges person, whether incorporated or seeks to prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. (g) SPAC understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, unincorporated. There are no shareholder agreements, acknowledgments and voting trusts or other agreements or understandings to which SPAC is a party or by which it is bound relating to the voting of SPAC any securities of SPAC, other than (1) as set forth in this the SEC Reports, and (2) as contemplated by the Business Combination Agreement.

REPRESENTATIONS AND WARRANTIES OF SPAC. In connection with the transactions contemplated by this Agreement, SPAC hereby represents and warrants as of the date hereof to the Investor Purchasers as follows: (a) 6.1 SPAC is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. SPAC has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement. 6.2 As of the Effective Time, the Conversion Shares will be duly authorized and, when issued and delivered to the Purchasers in satisfaction of all amounts owing under the Note in accordance with the terms of this Agreement, the Conversion Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement, the organizational documents of SPAC or applicable securities laws) and will not have been issued in violation of or subject to any preemptive or similar rights created under SPAC’s organizational documents (as amended on or prior to the Effective Time) or under the General Corporation Law of the State of Delaware or any similar rights pursuant to any agreement or other instrument to which SPAC is a party or by which it is otherwise bound. 6.3 The execution, delivery and performance by SPAC of this Agreement are within the powers of SPAC and have been duly authorized, validly executed and delivered by SPAC and, assuming that this Agreement constitutes the valid and binding agreement of the Company and the Purchasers, this Agreement constitutes a valid and binding agreement of SPAC and is enforceable against SPAC 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, or (ii) principles of equity, whether considered at law or equity. 6.4 The execution, delivery and performance of this Agreement, including the assumption of the Notes, the issuance of the Conversion Shares and the compliance by SPAC with all of the provisions of this Agreement and the consummation of the transactions contemplated hereby are within SPAC’s corporate powers and have been duly authorized by all necessary exempted company actions on the part of SPAC. This Agreement has been duly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of SPAC, enforceable against SPAC in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by SPAC does not, and the performance by SPAC of its obligations hereunder herein will not, (i) not 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 SPAC or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which SPAC or any of its subsidiaries is a party or by which SPAC or any of its subsidiaries is bound or to which any of the property or assets of SPAC is subject that would reasonably be expected to have a material adverse effect on the business, financial condition, stockholders’ equity or results of operations of SPAC and its subsidiaries, taken as a whole or on the validity of the Shares or the legal authority of SPAC to comply in all material respects with the terms of this Agreement (a “Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of SPAC; 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 SPAC or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by SPAC of its obligations under this Agreement. SPAC has full right and power to enter into and execute this Agreement. (c) SPAC management and its representatives and advisors have undertaken customary and commercially reasonable efforts in its business, legal, accounting, and other due diligence investigation in determining properties or assets that SVH was and continues to be an appropriate target for a business combination. (d) No event or series of related events that has caused or would reasonably be expected to causehave a material adverse effect on SPAC or materially affect the validity of the Conversion Shares or the legal authority of SPAC to comply in all material respects with this Agreement. 6.5 As of their respective dates, all reports and filings (the “SEC Reports”) required to be filed by SPAC with the U.S. Securities and Exchange Commission (the “SEC”) complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that SPAC makes no such representation or warranty with respect to any information relating to the Company, Sentar, RPC Tyche or any of their respective Affiliates included in any SEC Report or filed as an exhibit thereto. The financial statements of SPAC included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of SPAC as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to the Purchasers via the SEC’s E▇▇▇▇ system. There are no outstanding or unresolved comments in comment letters received by SPAC from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. 6.6 SPAC is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by SPAC of this Agreement (including, without limitation, the assumption of the Notes and the issuance of the Conversion Shares), other than filings (i) with the SEC, (ii) required by applicable state securities laws, (iii) required by the New York Stock Exchange, or such other applicable stock exchange on which SPAC’s common equity is then listed (the “Stock Exchange”), and (iv) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a SPAC Material Adverse Effect, has occurred or is continuing. 6.7 As of the date hereof, the authorized capital stock of SPAC consists of (ei) No broker or finder is entitled 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”) and (ii) 550,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), including (1) 500,000,000 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) and (2) 50,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”). As of the date hereof, (i) no shares of Preferred Stock are issued and outstanding, (ii) 33,421,570 shares of Class A Common Stock are issued and outstanding, (iii) 8,355,393 shares of Class B Common Stock are issued and outstanding and (iv) 16,710,785 redeemable warrants and 9,700,000 private placement warrants are outstanding. All (i) issued and outstanding shares of Class A Common Stock and Class B Common Stock have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to any brokerage or finder’s fee or commission solely in connection with preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued. Except as set forth above and pursuant to this Agreement, the PIPE Subscription Agreements, the Business Combination Agreement and the other agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from SPAC any shares of Common Stock or other equity interests in SPAC, or securities convertible into or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Shares hereunder, (ii) the shares of Class A Common Stock to be issued pursuant to this Agreement or any PIPE Subscription Agreement, including such provisions in Class B Common Stock pursuant to the terms of SPAC’s certificate of incorporation. (f6.8 The issued and outstanding shares of Class A Common Stock are registered pursuant to Section 12(b) There of the Exchange Act and are listed for trading on the Stock Exchange. As of the date hereof, there is no action suit, action, proceeding or investigation pending against the SPAC or, to the knowledge of SPAC’s knowledge, threatened against SPAC by the SPACStock Exchange or the SEC, before any courtrespectively, arbitrator to prohibit or governmental authorityterminate the listing of the Class A Common Stock, which in any manner challenges or seeks to prevent, enjoin or materially delay deregister the performance by Class A Common Stock under the Exchange Act. SPAC has taken no action that is designed to terminate the registration of its obligations the Class A Common Stock under this Agreementthe Exchange Act. (g) SPAC understands and acknowledges that Investor is relying upon 6.9 Assuming the truth and accuracy of the representations, warranties, agreements, acknowledgments Company’s representations and understandings of SPAC warranties set forth in this AgreementSection 5 and each Purchaser’s representations and warranties set forth in Section 7, no registration under the Securities Act is required for the offer and sale of the Securities by the Company. The Securities (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Neither the Company, nor any person acting on its behalf, has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on an exemption from registration for the transactions contemplated hereby or would require registration of the Notes or the Conversion Shares under the Securities Act. 6.10 SPAC is not, and immediately after receipt of payment for the Notes will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 6.11 Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or material adverse effect on SPAC, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of SPAC, threatened against SPAC or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against SPAC.