ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each of the Sellers hereby makes the following representations and warranties to the Bumble Parties as to itself, each of which is true and
correct on the date hereof and the Closing Date and shall survive the Closing Date.
Section 2.1 Existence and Power.
(a) Such Seller has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by such Seller and the consummation by
such Seller of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 or Regulation 13D under the Securities
Exchange Act of 1934) filing with, any governmental authority or court, or body or arbitrator having jurisdiction over such Seller; and (ii) except as would not have an adverse effect on the ability of such Seller to consummate the transactions
contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or
implied, to which such Seller is a party or with such Sellers organizational documents or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body,
governmental authority, arbitrator, mediator or similar body on the part of such Seller or cause the acceleration or termination of any obligation or right of such Seller or any other party thereto.
Section 2.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by such Seller
and, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws of general application affecting enforcement of creditors rights generally and general principles of equity.
Section 2.3 Title to the Equity Interests. Such Seller has or will have on the Closing Date good and valid title to the Equity
Interests to be sold by such Seller free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim (other than pursuant to securities laws or agreements with the
Bumble Parties), and full right, power and authority to sell, assign transfer and deliver the Equity Interests to be sold by such Seller hereunder.
Section 2.4 Sophistication of Seller. Such Seller acknowledges and agrees that, except as set forth in this Agreement, the Bumble
Parties are not making any express or implied representations or warranties in connection with the Repurchase Transaction. Such Seller has such knowledge and experience in financial and business matters and in making investment decisions of this
type that it is capable of evaluating the merits and risks of making its investment decision regarding the Repurchase Transaction and of making an informed investment decision. Such Seller and/or such Sellers advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Bumble Parties concerning the Equity Interests to be sold by such Seller and the Bumble Parties and all such questions have been answered to such
Sellers full satisfaction. Such Seller is not relying on the Bumble Parties with respect to the tax and other economic considerations of the Repurchase Transaction, and such Seller has relied on the advice of, or has consulted with, such
Sellers own advisors.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUMBLE PARTIES
Each Bumble Party hereby makes the following representations and warranties to the Sellers, each of which is true and correct on the date
hereof and the Closing Date and shall survive the Closing Date.
Section 3.1 Existence and Power.
(a) Each Bumble Party is a corporation or limited partnership, as applicable, that is duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the power, authority and capacity to execute and deliver this Agreement, to perform such Bumble Partys obligations hereunder, and to consummate the transactions contemplated hereby.
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