Common use of REPRESENTATIONS AND WARRANTIES OF SPAC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in (a) the disclosure schedules delivered by SPAC to the Company, Pubco and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding, for the avoidance of doubt, any content of such SEC Reports that have been redacted or omitted pursuant to applicable Law) (it being acknowledged that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco and the Merger Subs as of the date of this Agreement and as of the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in (a) the disclosure schedules delivered by SPAC to the CompanySellers and SoftBank, the Company and Pubco and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding, for the avoidance of doubt, any content of such SEC Reports that have been redacted or omitted pursuant to applicable Law) (it being acknowledged that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco Pubco, SPAC Merger Sub, and the Merger Subs Sellers as of the date of this Agreement and as of the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the disclosure schedules delivered by SPAC to the Companycorrespondingly numbered representation, Pubco warranty or covenant if specified therein and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is readily apparent) or in the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available filed or furnished by SPAC prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Quantitative and Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, nature and excluding, for the avoidance of doubt, (y) any content of such SEC Reports that have been redacted exhibits or omitted pursuant to applicable Lawother documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 6.01 (Organization Corporation Organization); Section 6.02 (Due Authorization); Section 6.04 (Litigation and StandingProceedings), ; Section 4.2 6.07 (AuthorizationFinancial Ability; Binding AgreementTrust Account), ; Section 4.5 6.11 (Tax Matters); and Section 6.12 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco and the Merger Subs as each of the date of this Agreement and as of the Closing, Company Parties as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the disclosure schedules delivered by SPAC to the Company, Pubco correspondingly numbered representation or warranty if specified therein and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) such other representations or warranties where its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent) or in the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available filed or furnished by SPAC prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, nature and excluding, for the avoidance of doubt, (y) any content of such SEC Reports that have been redacted exhibits or omitted pursuant to applicable Lawother documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 4.04 (Organization Litigation and StandingProceedings), ; Section 4.2 4.06 (AuthorizationFinancial Ability; Binding AgreementTrust Account), ; Section 4.5 4.11 (Tax Matters); and Section 4.12 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco and the Merger Subs as of the date of this the Original Merger Agreement and as of at the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) the disclosure schedules delivered by SPAC to the Company, Pubco correspondingly numbered representation or warranty if specified therein and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) such other representations or warranties where its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent) or in the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available filed or furnished by SPAC prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, nature and excluding, for the avoidance of doubt, (y) any content of such SEC Reports that have been redacted exhibits or omitted pursuant to applicable Lawother documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 4.04 (Organization Litigation and StandingProceedings), ; Section 4.2 4.06 (AuthorizationFinancial Ability; Binding AgreementTrust Account), ; Section 4.5 4.11 (Tax Matters); and Section 4.12 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco and the Merger Subs as of the date of this Agreement hereof (and with respect to SPAC Merger Sub, as of the date it executes a joinder to this Agreement) and at the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in (a) the disclosure schedules delivered by SPAC to the CompanySeller, Newco and Pubco and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding, for the avoidance of doubt, any content of such SEC Reports that have been redacted or omitted pursuant to applicable Law) (it being acknowledged that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC, on behalf of itself and the SPAC Subsidiaries, represents and warrants to the CompanyNewco, Pubco Pubco, SPAC Merger Sub and the Merger Subs Seller as of the date of this Agreement and as of the Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF SPAC. Except as set forth in (a) the disclosure schedules delivered by SPAC to the Company, Company and Pubco and the Merger Subs on the date of this Agreement (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available prior to the date hereof on the SEC’s website through ▇▇▇▇▇ (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding, for the avoidance of doubt, any content of such SEC Reports that have been redacted or omitted pursuant to applicable Law) (it being acknowledged that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco Pubco, SPAC Merger Sub, and the Company Merger Subs Sub as of the date of this Agreement and as of the Closing, as follows: