Common use of Capitalization and Subsidiaries Clause in Contracts

Capitalization and Subsidiaries. (a) As of the Business Combination Date, the Company expects that 70,069,882 Ordinary Shares will be issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combination. The Conversion Shares, when issued upon conversion of a Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association and Memorandum of Association on file with the SEC are true and correct copies of the Company Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles of Association or Memorandum of Association nor is any Subsidiary in violation of its organization documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Date, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Date, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Date. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger Agreement. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be no outstanding securities or instruments containing anti- dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) As of the Business Combination Datedate hereof, the Company expects that 70,069,882 Ordinary Shares will be there are 23,572,232 shares of Common Stock issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combinationoutstanding. The Conversion Shares, when issued upon conversion of a Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares are Common Stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association and Memorandum of Association Bylaws on file with the SEC are true and correct copies of the Company Articles of Association and Memorandum of Association Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles of Association or Memorandum of Association Bylaws nor is any Subsidiary in violation of its organization documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Date, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Date, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Date. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares Common Stock or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 33,333,333 Class A Ordinary Shares and 2,780,570 Class B Ordinary Shares. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 8,437,245 Class A Ordinary Shares will be and 2,780,570 Class B Ordinary Shares were issued and outstanding minus outstanding. The Company has duly reserved up to 1,364,882 the Required Minimum of Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combination. The Conversion Shares, when issued upon conversion of a the Note in accordance with its their terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise No shares of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares Company’s Capital Stock are subject to preemptive pre-emptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association and Memorandum of Association on file with the SEC are true and correct copies of the Company Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles of Association or Memorandum of Association nor is any Subsidiary in violation of its organization documentsAmended and Restated Articles. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of The Company’s subsidiaries are as disclosed in the Company SEC Documents (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the NotesNote, the Warrants, the Commitment Shares Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) The issuance and sale of the Investor Shares will not be subject to a tender offer or otherwise oblige the Investor to offer any shareholder of the Company to acquire its shares. (f) No Shareholder Approval is required by the Company in order for the Company to execute, deliver and perform its obligations under the Transaction Documents.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 400,000,000 shares of Common Stock, (ii) 20,000,000 shares of Series A Preferred Stock, and (iii) 80,000,000 shares of blank check preferred to be designated by the Board of Directors (the “Blank Check Preferred Stock”). As of the Business Combination Datedate of this Agreement: (A) 40,000,000 shares of Common Stock were issued and outstanding, (B) 10,000,000 shares of Series A Preferred Stock were issued and outstanding, (C) no shares of Blank Check Preferred Stock were issued and outstanding, (D) and there are no other securities that are convertible or exercisable into the Common Stock, the Series A Preferred Stock or Blank Check Preferred Stock, not including the Notes and accompany Warrants offered pursuant to this Agreement. The Company expects that 70,069,882 Ordinary Shares will be issued and outstanding minus shall duly reserve up to 1,364,882 Ordinary Shares, 2,000,000 shares of Common Stock for issuance upon conversion of the holders Notes and shall duly reserve 2,000,000 shares of which may Common Stock for issuance upon exercise redemption rights in connection with of the Business CombinationWarrants. The Conversion Shares, when issued upon conversion of a Note the Notes in accordance with its their terms, and the Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise No shares of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association Incorporation and Memorandum of Association on file with the SEC Bylaws are true and correct copies of the Company Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company its Articles of Association Incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsBylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, organization and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Securities Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the NotesNote, the Warrants, the Commitment Shares Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorised shares of the Company consists of an unlimited number of Ordinary Shares, a maximum of 30,525,000 series A preferred shares, a maximum of 21,000,000 series B preferred shares and an unlimited number of blank check preferred shares. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 16,270,666 Ordinary Shares will be were issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combinationoutstanding. The Conversion Shares, when issued upon conversion of a Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, if and when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Company’s Memorandum and Articles of Association and Memorandum of Association on file with the SEC are true and correct copies of the Company Company’s Memorandum and Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company its Memorandum and Articles of Association or Memorandum of Association nor is any Subsidiary in violation of its organization documentsAssociation. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) No Shareholder Approval is required by the Company in order for the Company to execute, deliver and perform its obligations under the Transaction Documents.

Capitalization and Subsidiaries. (a) The authorized shares of the Company consists of 450,000,000 shares of Common Stock, par value $0.0004 and 50,000,000 shares of Preferred Stock, par value $0.0004. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 Ordinary Shares will be 21,291,924 shares of Common Stock were issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combinationoutstanding. The Conversion Shares, when issued upon conversion of a the Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant the Warrants in accordance with its their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws on file with the SEC are true and correct copies of the Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles its Certificate of Association Incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsBylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the NotesNote, the Warrants, the Commitment Shares Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), Investor and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of 400,000,000 shares of Common Stock. As of the Business Combination DateApril 5, the Company expects that 70,069,882 Ordinary Shares will be 2023, 56,139,855 shares of Common Stock are issued and outstanding. As of February 3, 2023, (i) an aggregate of 3,438,340 shares of Common Stock are issuable upon exercise of options granted under the AERWINS Technologies Inc. 2022 Equity Incentive Plan, of which no shares were exercisable as of February 3, 2023, and 4,920,673 additional shares are reserved for future issuance thereunder and (ii) 469,291 shares of Common Stock are reserved for issuance upon exercise of outstanding minus warrants with an exercise price of $0.01 per share. The Company has duly reserved up to 1,364,882 Ordinary Shares, 13,333,334 shares of Common Stock for issuance upon conversion of the holders Notes and has duly reserved up to 5,601,613 shares of which may Common Stock for issuance upon exercise redemption rights in connection with of the Business CombinationWarrants. The Conversion Shares, when issued upon conversion of a Note the Notes in accordance with its their terms, and the Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise No shares of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws on file with on the SEC SEC’s XXXXX website are true and correct copies of the Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of the Company Articles its Certificate of Association Incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsBylaws. (b) Schedule 3.4(b3.04(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Date, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Date, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateeach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws Laws of its jurisdiction of formation, except to the extent that the failure to be in formation (if a good standing would not have a Material Adverse Effect, concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the Effective Date, the Company has capacity under the rules and regulations of the Trading Market to issue to Investor up to 11,222,357 shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) without obtaining the Shareholder Approval.

Capitalization and Subsidiaries. (a) The authorized share capital of the Company consists of 260,000,000,000 shares, divided into 259,950,000,000 Class A Ordinary Shares having par a value of $0.000000385 per share, and 50,000,000 class B ordinary shares having a par value of $0.000000385 per share (the “Class B Ordinary Shares”). As of the Business Combination DateApril 29, the Company expects that 70,069,882 2024, there were 30,986,200 Class A Ordinary Shares will be and 21,395,400 Class B Ordinary Shares issued and outstanding minus outstanding. The Company has duly reserved up to 1,364,882 Class A Ordinary Shares, Shares for issuance upon conversion of the holders of which may exercise redemption rights in connection with the Business CombinationNote. The Conversion Shares, when issued upon conversion of a the Note in accordance with its their terms, will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holder thereof in connection with the issue thereof) and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise No shares of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles Company’s Memorandum of Association and Memorandum Articles of Association on file with on the SEC SEC’s XXXXX website are true and correct copies of the Company Articles Company’s Memorandum of Association and Memorandum Articles of Association as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of the Company Articles of Association or its Memorandum of Association nor is any Subsidiary in violation and Articles of its organization documentsAssociation. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Date, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Date, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateeach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in formation (if a good standing would not have a Material Adverse Effect, concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities securities, or to satisfy any related contractual obligations, to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 33,333,333 Class A Ordinary Shares and 2,780,570 Class B Ordinary Shares. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 8,437,958 Class A Ordinary Shares will be and 2,780,570 Class B Ordinary Shares were issued and outstanding minus outstanding. The Company has duly reserved up to 1,364,882 the Required Minimum of Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combination. The Conversion Shares, when issued upon conversion of a the Note in accordance with its their terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise No shares of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares Company’s Capital Stock are subject to preemptive pre-emptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association and Memorandum of Association on file with the SEC are true and correct copies of the Company Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles of Association or Memorandum of Association nor is any Subsidiary in violation of its organization documentsAmended and Restated Articles. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of The Company’s subsidiaries are as disclosed in the Company SEC Documents (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the NotesNote, the Warrants, the Commitment Shares Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) The issuance and sale of the Investor Shares will not be subject to a tender offer or otherwise oblige the Investor to offer any shareholder of the Company to acquire its shares. (f) No Shareholder Approval is required by the Company in order for the Company to execute, deliver and perform its obligations under the Transaction Documents.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 75,000,000 shares of Common Stock and (ii) 25,000,000 shares of blank check preferred to be designated by the Board of Directors (the “Blank Check Preferred Stock”). As of the Business Combination Dateclose of business on May 11, 2021: (A) 35,928,188 shares of Common Stock were issued and outstanding and (B) no shares of Blank Check Preferred Stock were issued and outstanding; and since May 11, 2021, and through the date of this Agreement, the Company expects that 70,069,882 Ordinary Shares will be has issued 0 additional shares of Common Stock, cancelled 0 shares of Common Stock and issued no additional shares of Preferred Stock. As of May 11, 2021, (x) 443,915 shares of Common Stock are issuable upon exercise of options granted under the Company’s Long-Term Stock Incentive Plan and 1,250,144 additional shares are reserved for future issuance under such plan; (y) 3,393,651 shares of Common Stock issuable upon exercise of outstanding minus warrants, with exercise prices ranging from $1.375 to $5.00 per share. The Company shall duly reserve up to 1,364,882 Ordinary Shares, 4,000,000 shares of Common Stock for issuance upon conversion of the holders Notes and shall duly reserve 8,000,000 shares of which may Common Stock for issuance upon exercise redemption rights in connection with of the Business CombinationWarrants. The Conversion Shares, when issued upon conversion of a Note the Notes in accordance with its their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, if and when issued upon exercise of a Warrant the Warrants in accordance with its their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in set forth on Schedule 3.4(a3.4(d), no Ordinary Shares shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association Incorporation and Memorandum of Association Bylaws on file with on the SEC SEC’s EXXXX website are true and correct copies of the Company Articles of Association Incorporation and Memorandum of Association Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of the Company its Articles of Association Incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsBylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, organization and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in set forth on Schedule 3.4(c) or as described in the Merger Agreement), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Securities Act. Other than as provided in Schedule 3.4(c) or as set forth in with respect to the Merger AgreementSeries A Preferred Stock, there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in set forth on Schedule 3.4(c3.4(d), after the Business Combination Date there will be are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the NotesNote, the Warrants, the Commitment Shares Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 39,071,812 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 37,500,000 Ordinary Shares. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 7,447,955 Ordinary Shares will be were issued and outstanding minus outstanding. The Company has duly reserved up to 1,364,882 the Required Minimum of Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combination. The Conversion Shares, when issued upon conversion of a Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, if and when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Company’s Amended and Restated Memorandum and Articles of Association and Memorandum of Association on file with on the SEC SEC’s EXXXX website are true and correct copies of the Company Company’s Amended and Restated Memorandum and Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company its Amended and Restated Memorandum and Articles of Association or Memorandum of Association nor is any Subsidiary in violation of its organization documentsAssociation. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) No Shareholder Approval is required by the Company in order for the Company to execute, deliver and perform its obligations under the Transaction Documents.

Capitalization and Subsidiaries. (a) The authorized shares of the Company consists of 250,000,000 shares of Common Stock. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 Ordinary Shares will be 79,936,980 shares of Common Stock were issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combinationoutstanding. The Conversion Shares, when issued upon conversion of a Note the Notes in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles has duly reserved up to 25,806,500 shares of Association Common Stock for issuance upon conversion of the Notes and Memorandum has duly reserved up to 15,384,616 shares of Association Common Stock for issuance upon exercise of the Warrants. The Conversion Shares, when issued upon conversion of the Notes in accordance with their terms, and the Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company’s Certificate of Incorporation and Bylaws on file with the SEC are true and correct copies of the Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles its Certificate of Association Incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsBylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of 30,000,000 shares of Common Stock and 2,000,000 preferred shares, par value $0.01 per share. As of the Business Combination Dateclose of business on December 30, 2023, 16,252,813 shares of Common Stock were issued and outstanding and zero shares of preferred stock were issued and outstanding; and since December 31, 2023, and through the date of this Agreement, the Company expects that 70,069,882 Ordinary Shares will be has issued 256,599 additional shares of Common Stock and outstanding minus zero additional preferred shares. The Company has duly reserved up to 1,364,882 Ordinary Shares, 3,300,231 shares of Common Stock for issuance upon conversion of the holders of which may exercise redemption rights in connection with the Business CombinationNotes. The Conversion Shares, when issued upon conversion of a Note the Notes in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise No shares of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles Company’s certificate of Association incorporation and Memorandum of Association bylaws on file with on the SEC SEC’s EXXXX website are true and correct copies of the Company Articles Company’s certificate of Association incorporation and Memorandum of Association bylaws as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of the Company Articles its certificate of Association incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsbylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Date, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Date, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateeach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized incorporated or formed and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in incorporation or formation (if a good standing would not have a Material Adverse Effect, concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares Notes or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 3,300,231 shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized shares of the Company consists of 450,000,000 shares of Common Stock, par value $0.0004 and 50,000,000 shares of Preferred Stock, par value $0.0004. As of the Business Combination Dateclose of business on date of mutual execution of this Agreement, the Company expects that 70,069,882 Ordinary Shares will be 21,291,924 shares of Common Stock were issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combinationoutstanding. The Conversion Shares, when issued upon conversion of a Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws on file with the SEC are true and correct copies of the Company Articles Company’s Certificate of Association Incorporation and Memorandum of Association Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles its Certificate of Association Incorporation or Memorandum of Association nor is any Subsidiary in violation of its organization documentsBylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Dateinterests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) or as described in the Merger Agreement, neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement, there There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares shares of Common Stock or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) As of the Business Combination Datedate hereto, the Company expects that 70,069,882 Ordinary Shares [_] [please complete] shares of Common Stock will be issued and outstanding minus up to 1,364,882 Ordinary Shares, the holders of which may exercise redemption rights in connection with the Business Combinationoutstanding. The Conversion Shares, when issued upon conversion of a Note in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. Other than as provided in Schedule 3.4(a), no Ordinary Shares are Common Stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association and Memorandum of Association on file with the SEC are true and correct copies of the Company Articles of Association and Memorandum of Association as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles of Association or Memorandum of Association nor is any Subsidiary in violation of its organization documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Datehereof, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Datehereof. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger AgreementInterests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as provided in Schedule 3.4(c) ), or as described in the Merger Agreement, filings made by the Company with the SEC neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement), there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares Common Stock or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) As of the Business Combination Datedate hereof, the authorized capital stock of the Company expects that 70,069,882 Ordinary Shares will be consists of 101,000,000 shares, consisting of (i) 100,000,000 shares of Common Stock, of which there are 31,774,022 shares issued and outstanding, and (i) 1,000,000 shares of preferred stock, par value share of $0.0001, of which no shares are issued and outstanding. All issued and outstanding minus up to 1,364,882 Ordinary Sharesshares of Common Stock have been duly authorized and validly issued, the holders of which may exercise redemption rights are fully paid and nonassessable, have been issued and sold in connection compliance with the Business Combinationregistration requirements of federal and state securities Laws or the applicable statutes of limitation have expired, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The Conversion SharesCompany has no class or series of capital stock outstanding other than its Common Stock. The Company has 1,685,881 shares of Common Stock subject to or reserved for issuance under its 2022 Equity Plan, and 5,357,143 shares of Common Stock reserved for issuance under a Standby Equity Purchase Agreement. (b) The Investor Shares are duly authorized and will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares and Pre-Funded Warrant Shares are duly authorized and, when issued upon conversion exercise of a Note Warrant and Pre-Funded Warrant, respectively, in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Warrant Shares, when issued upon exercise of a Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Commitment Shares, when issued in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. . (c) Other than as provided in Schedule 3.4(a3.4(c), no Ordinary Shares are Common Stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company Articles of Association and Memorandum of Association Bylaws on file with the SEC are true and correct copies of the Company Articles of Association and Memorandum of Association Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of the Company Articles of Association or Memorandum of Association Bylaws nor is any Subsidiary in violation of its organization documents. (bd) Schedule 3.4(b) lists each Each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof and the expected amount as of the date of the Business Combination Date, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof and the expected amount as of the date of the Business Combination Date, and (iii) the owner of such shares or other ownership interests as of the date hereof and as of the Business Combination Date. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests other than as described in the Merger Agreement. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the failure to be in good standing would not have a Material Adverse Effect, and has all requisite power and authority to own its properties and to carry on its business as now being conducted. The Company owns all of the Equity Interests of each Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. (ce) Other than as disclosed in the SEC Documents or as provided in Schedule 3.4(c) or as described in the Merger Agreement), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Other than as provided in Schedule 3.4(c) or as set forth in the Merger Agreement), there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as provided in Schedule 3.4(c), after the Business Combination Date there will be There are no outstanding securities or instruments containing anti- anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants, the Commitment Shares or the Investor Shares, Warrants or Pre-Funded Warrants. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (df) The issuance and sale of any of the Securities will do not obligate the Company to issue Ordinary Shares Common Stock or other securities to any Person other than the Investors and, other than as provided in Schedule 3.4(d), will and do not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.